SecProbe.io

CORRESP
 1
 filename1.htm

 Cloudastructure,
Inc.

 February 2, 2026

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, DC 20549

 Re:
 Cloudastructure, Inc.

 Registration Statement on Form S-3

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended,
Cloudastructure, Inc. (the " Registrant ") hereby requests that the U.S. Securities and Exchange Commission (the " Commission ")
take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the " Registration Statement ")
to become effective at 4:00 p.m. Eastern on Wednesday, February 4, 2026, or as soon thereafter as is practicable.

 If you have any questions regarding this request, please
contact our legal counsel, Kim Baber of Varnum LLP, at (616) 336-6851.

 Very truly yours,

 CLOUDASTRUCTURE, INC.

 /s/ Greg Smitherman

 Greg Smitherman

 Chief Financial Officer

 cc: Kim Baber, Varnum LLP

January 5, 2026
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Re:Cloudastructure, Inc.
Draft Registration Statement on Form S-3
Submitted December 29, 2025
CIK: 0001709628
Dear James McCormick:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
 1
 filename1.htm

 Cloudastructure,
Inc.

 August 20, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, DC 20549

 Re: Cloudastructure, Inc.

 Registration Statement on Form S-1

 File No. 333-288637

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, Cloudastructure, Inc. (the " Registrant ") hereby requests that the U.S. Securities and Exchange Commission
(the " Commission ") take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the " Registration
Statement ") to become effective on Friday, August 22, 2025, or as soon thereafter as is practicable.

 If you have any questions regarding this request, please
contact our legal counsel, Kim Baber of Varnum LLP, at (616) 336-6851.

 Very truly yours,

 CLOUDASTRUCTURE, INC.

 /s/ Greg Smitherman

 Greg Smitherman

 Chief Financial Officer

 cc: Kim Baber, Varnum LLP

 228 Hamilton Ave Floor 3
 Palo Alto, CA 94301
 www.Cloudastructure.com
 650.644.4160

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 18, 2025

James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA

 Re: Cloudastructure, Inc.
 Registration Statement on Form S-1
 Filed July 11, 2025
 File No. 333-288637
Dear James McCormick:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Kimberly A. Baber
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Cloudastructure,
 Inc.

 May 13, 2025

 Via EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re: Cloudastructure, Inc.
Registration Statement on Form S-1
File No. 333-286654

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, Cloudastructure, Inc. (the " Registrant ") hereby requests that the U.S. Securities and Exchange
Commission (the " Commission ") take appropriate action to cause the above-referenced Registration Statement on Form
S-1 (the " Registration Statement ") to become effective on Wednesday, May 14, at 4:00 p.m. Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant's counsel may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes Vanessa Schoenthaler of Saul Ewing LLP, counsel to the Registrant (" Counsel "),
to make such request on its behalf.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Counsel at (212) 980-7208.

 If you have any questions regarding this request,
please contact Counsel at (212) 980-7208.

 Very truly yours,

 CLOUDASTRUCTURE, INC.

 James McCormick

 JM/vjs

 cc Vanessa Schoenthaler, Saul Ewing LLP

CORRESP
 1
 filename1.htm

 May 7, 2024

 Via EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

 RE:

 Cloudastructure, Inc.
 Registration Statement on Form S-1
 Filed April 21, 2025
 File No. 333-286654

 Ladies and Gentlemen:

 On behalf of Cloudastructure, Inc., a Delaware corporation
(the "Company"), we are submitting this letter in response to a letter, dated April 29, 2025, from the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission") with respect to the Company's Registration Statement on
Form S-1, publicly filed on April 21, 2025 (the "Registration Statement").

 Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission's Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement ("Amendment No. 1") in response to the Staff's comments and to reflect certain other changes.

 The numbered paragraphs below correspond to the numbered
comments in the Staff's letter and the Staff's comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff's comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 1.

 Registration Statement on Form S-1 filed April 21, 2025

 Prospectus Summary, page 1

 1. We note your disclosure in Current Reports on Form 8-K filed on April 1, 2025 and April 17, 2025
that you and the Selling Stockholder have entered into several waiver agreements changing the terms of the Securities Purchase Agreement.
Please revise your registration statement disclosure to reflect the current terms of the agreement. Please update corresponding disclosure
throughout the filing.

 The Company respectfully acknowledges the Staff's
comment and has revised the Prospectus Summary to provide additional disclosure around the Waiver Agreements and the Supplemental
Terms Agreement disclosed in its Current Reports on Form 8-K filed on April 1, 2025, and April 17, 2025.

   1

 Plan of Distribution, page 22

 2. We note your disclosure that the Selling Stockholder may sell its securities in one or more underwritten
offerings. Please confirm your understanding that the retention by the Selling Stockholder of an underwriter would constitute a material
change to your plan of distribution, requiring a post-effective amendment. Refer to your undertaking.

 The Company respectfully acknowledges the Staff's comment
and confirms its understanding that the retention by the Selling Stockholder of an underwriter would constitute a material change to the
plan of distribution requiring a post-effective amendment and, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation
S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the registration statement.

 General

 3. Footnote 1 to the filing fee table exhibit, filed as Exhibit 107, states that "an indeterminate
number of common shares are registered hereunder that may be issued upon conversion of or exchange for any other securities." Please
note that Securities Act Rule 416 does not apply to shares issuable upon conversion of securities where the conversion is determined by
fluctuating market prices. Please revise the registration statement to register a reasonable good-faith estimate of the maximum number
of shares necessary to cover conversions of the Series 2 Convertible Preferred Stock. If the estimate turns out to be insufficient, you
must file a new registration statement to register the additional shares for resale. For guidance, consider Question 213.02 of our Securities
Act Rules Compliance and Disclosure Interpretations.

 The Company respectfully acknowledges the Staff's comment
and has revised the footnotes to Exhibit 107 and the registration statement throughout to reflect that it is registering a good faith
estimate of the maximum number of shares that may be issuable upon conversion of the outstanding Series 2 The Company confirms that it
understands that if the estimate turns out to be insufficient, it must file a new registration statement to register the additional shares
for resale.

 *          *         *

 Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

 Sincerely,

 SAUL
EWING LLP

 /s/
Vanessa Schoenthaler                  
Vanessa Schoenthaler

 cc:
 James McCormick, Cloudastructure, Inc.
Greg Smitherman, Cloudastructure, Inc.

   2

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA

 Re: Cloudastructure, Inc.
 Registration Statement on Form S-1
 Filed April 21, 2025
 File No. 333-286654
Dear James McCormick:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed April 21, 2025
Prospectus Summary, page 1

1. We note your disclosure in Current Reports on Form 8-K filed on April 1,
2025 and
 April 17, 2025 that you and the Selling Stockholder have entered into
several waiver
 agreements changing the terms of the Securities Purchase Agreement.
Please revise
 your registration statement disclosure to reflect the current terms of
the agreement.
 Please update corresponding disclosure throughout the filing.
Plan of Distribution, page 22

2. We note your disclosure that the Selling Stockholder may sell its
securities in one or
 more underwritten offerings. Please confirm your understanding that the
retention by
 the Selling Stockholder of an underwriter would constitute a material
change to your
 plan of distribution, requiring a post-effective amendment. Refer to
your undertaking
 April 29, 2025
Page 2

 provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
General

3. Footnote 1 to the filing fee table exhibit, filed as Exhibit 107, states
that "an
 indeterminate number of common shares are registered hereunder that may
be issued
 upon conversion of or exchange for any other securities." Please note
that Securities
 Act Rule 416 does not apply to shares issuable upon conversion of
securities where
 the conversion is determined by fluctuating market prices. Please revise
the
 registration statement to register a reasonable good-faith estimate of
the maximum
 number of shares necessary to cover conversions of the Series 2
Convertible Preferred
 Stock. If the estimate turns out to be insufficient, you must file a new
registration
 statement to register the additional shares for resale. For guidance,
consider Question
 213.02 of our Securities Act Rules Compliance and Disclosure
Interpretations.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Vanessa J. Schoenthaler
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 12, 2025

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Registration Statement on Form S-1

Filed February 6, 2025

    File No. 333-284717

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated February 10, 2025, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on
Form S-1 (File No. 333-284717), filed with the Commission on February 6, 2025 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system,
an amendment to the Registration Statement (“Amendment No. 1”) in response to the Staff’s comments and to reflect certain
other changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 1.

Registration Statement on Form S-1

Executive and Director Compensation, page 69

 1. Please revise to include executive compensation information for the fiscal year ended December
31, 2024. See Item 402 of Regulation S-K. For additional guidance, consider Question 117.05 of our Regulation S-K Compliance and Disclosure
Interpretations.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure beginning on page 69 of Amendment No. 1 to include executive compensation information for the fiscal year
ended December 31, 2024.

February 12, 2025

Page 2

Principal Stockholders, page 76

 2. It appears Streeterville Capital, LLC should be disclosed as a beneficial owner of more than 5%
of your Class A common stock. Please revise or advise.

The Company respectfully acknowledges the Staff’s comment
and has revised the beneficial ownership disclosure beginning on page 76 of Amendment No. 1 to include Streeterville’s beneficial
ownership, subject to the 4.99% beneficial ownership limitation set forth in the Company’s Certificate of Designations, as well
as footnote disclosure to disclose that but for the ownership limitation Streeterville would beneficially own additional shares of Class
A common stock.

 3. We note that your Series 1 Convertible Preferred Stock has voting rights. Please revise the beneficial
ownership table to provide the disclosures required by Item 403 of Regulation S-K for each class of voting securities.

The Company respectfully acknowledges the Staff’s comment
and has revised the beneficial ownership disclosure beginning on page 76 of Amendment No. 1 to include Streeterville’s beneficial
ownership of the Series 1 Convertible Preferred Stock.

 4. We note your disclosure on page 43 that, in 2023, three customers accounted for 40% of your revenue
and that, in 2022, three customers accounted for 46% of your revenue. Please provide risk factor disclosure regarding risks stemming from
your customer concentration.

The Company respectfully acknowledges the Staff’s comment
and has revised the risk factor disclosure on page 20 of Amendment No. 1 to reflect its disclosure on page 43 related to customer concentration.

Exhibit Index

Exhibit 107, page II-6

 5. Footnote 1 to the filing fee table exhibit, filed as Exhibit 107, states that "an indeterminate
number of common shares are registered hereunder that may be issued upon conversion of or exchange for any other securities". Please
note that Securities Act Rule 416 does not apply to shares issuable upon conversion of securities where the conversion is determined by
fluctuating market prices. Please revise the registration statement to register a reasonable good-faith estimate of the maximum number
of shares necessary to cover conversions of the convertible preferred stock. If the estimate turns out to be insufficient, the company
must file a new registration statement to register the additional shares for resale. For guidance, consider Question 213.02 of our Securities
Act Rules Compliance and Disclosure Interpretations.

The Company respectfully acknowledges the Staff’s
comment and has revised Exhibit 107 to remove prior footnote 1.

*          *         *

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

Sincerely,

SAUL
EWING LLP

/s/
Vanessa Schoenthaler                 

Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

CORRESP
1
filename1.htm

Cloudastructure, Inc.

February 13, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cloudastructure, Inc.

Registration Statement on Form S-1

File No. 333-284717

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, Cloudastructure, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form
S-1 (the “Registration Statement”) to become effective on Friday, February 14, at 4:00 p.m. Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant’s counsel may orally request via telephone call to the staff
of the Commission. The Registrant hereby authorizes Vanessa Schoenthaler of Saul Ewing LLP, counsel to the Registrant (“Counsel”),
to make such request on its behalf.

Once the Registration Statement has been declared
effective, please orally confirm that event with Counsel at (212) 980-7208.

If you have any questions regarding this request,
please contact Counsel at (212) 980-7208.

  Very truly yours,

  CLOUDASTRUCTURE, INC.

  /s/ James McCormick

  James McCormick

February 10, 2025
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA 94301
Re:Cloudastructure, Inc.
Registration Statement on Form S-1
Filed February 6, 2025
File No. 333-284717
Dear James McCormick:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Executive and Director Compensation, page 69
1.Please revise to include executive compensation information for the fiscal year ended
December 31, 2024. See Item 402 of Regulation S-K. For additional guidance,
consider Question 117.05 of our Regulation S-K Compliance and Disclosure
Interpretations.
Principal Stockholders, page 76
2.It appears Streeterville Capital, LLC should be disclosed as a beneficial owner of
more than 5% of your Class A common stock. Please revise or advise.
3.We note that your Series 1 Convertible Preferred Stock has voting rights. Please
revise the beneficial ownership table to provide the disclosures required by Item
403 of Regulation S-K for each class of voting securities.

February 10, 2025
Page 2
Exhibit Index
Exhibit 107, page II-6
4.Footnote 1 to the filing fee table exhibit, filed as Exhibit 107, states that "an
indeterminate number of common shares are registered hereunder that may be issued
upon conversion of or exchange for any other securities". Please note that Securities
Act Rule 416 does not apply to shares issuable upon conversion of securities where
the conversion is determined by fluctuating market prices. Please revise the
registration statement to register a reasonable good-faith estimate of the maximum
number of shares necessary to cover conversions of the convertible preferred stock. If
the estimate turns out to be insufficient, the company must file a new registration
statement to register the additional shares for resale. For guidance, consider Question
213.02 of our Securities Act Rules Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
1
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Cloudastructure,
Inc.

January 24, 2025

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Cloudastructure, Inc.

Registration Statement on Form S-1

File No. 333-282038

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the
same will become effective at 9:00 a.m. Eastern Time, on January 29, 2025, or as soon thereafter as is practicable.

Please contact Vanessa Schoenthaler with Saul Ewing LLP at (212) 980-7208
once the Registration Statement is declared effective.

    Sincerely,

    CLOUDASTRUCTURE, INC.

    /s/ James McCormick

    James McCormick

    Chief Executive Officer

  cc:
  Vanessa Schoenthaler, Saul Ewing LLP

228
Hamilton Ave, Floor 3, Palo Alto, CA 94301 www.Cloudastructure.com	 650.644.4160

December 11, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed November 29, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 7 to the Registration Statement on Form S-1
Capitalization, page 28
1.We note that the balance of cash and cash equivalents as of September 30, 2024
presented in the capitalization table does not agree with the balance presented in your
September 30, 2024 balance sheet. Please revise as necessary.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2024 to the Three and Nine
Months Ended September 30, 2023, page 30
2.We note that your disclosure in regard to the comparison of the three and nine months
ended September 30, 2024 to the three and nine months ended September 30, 2023 is
incomplete. Please review and revise as necessary. Refer to Item 303(c) of Regulation
S-X.

December 11, 2024
Page 2
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
1
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December  11,
2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Amendment No. 7. to Registration Statement on Form S-1

    Filed November 8, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated December 11, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to Amendment No 7. to the Company’s Registration
Statement on Form S-1, publicly filed on November 29, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (the “Amendment No. 8”) in response to the Staff’s comments and to reflect certain other
changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 8.

Amendment No. 7 to Registration Form on S-1

Capitalization, page 28

 1. We note that the balance of cash and cash equivalents as of September 30, 2024 presented in the
capitalization table does not agree with the balance presented in your September 30, 2024 balance sheet. Please revise accordingly.

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has revised the balance of cash and cash equivalents as of September 30, 2024 presented in the capitalization
table to agree with the balance presented in its September 30, 2024 balance sheet.

    1270
    Avenue of the Americas, Suite 2800 u New
    York, NY 10020 u Phone:
    (212) 980-7200 u Fax:
    (212) 980-7292

    CALIFORNIA  DELAWARE  FLORIDA  ILLINOIS  MARYLAND  MASSACHUSETTS  MINNESOTA  NEW
    JERSEY  NEW YORK  PENNSYLVANIA  WASHINGTON, DC

    A DELAWARE LIMITED LIABILITY PARTNERSHIP

December 11, 2024

Page 2

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Comparison of the Three and Nine Months Ended September 30, 2024 to the Three and Nine Months Ended September
30, 2023, page 30

 2. We note that your disclosure in regard to the comparison of the three and nine months ended September 30, 2024 to the three
and nine months ended September 30, 2024 is incomplete. Please review and revise as necessary. Refer to Item 303(c) of Regulation S-X.

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has updated its disclosure in regard to the comparison of the three and nine months ended September
30, 2024 to the three and nine months ended September 30, 2024 in accordance with Item 303(c) of Regulation S-K.

*	*	*

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

  Sincerely,

  SAUL EWING LLP

  /s/ Vanessa Schoenthaler

  Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

CORRESP
1
filename1.htm

November 29, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Amendment No. 6. to Registration Statement on Form S-1

    Filed November 8, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated November 13, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to Amendment No 6. to the Company’s Registration
Statement on Form S-1, publicly filed on November 8, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (the “Amendment No. 7”) in response to the Staff’s comments and to reflect certain other
changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 7.

Amendment No. 6 to Registration Form on S-1

Report of Independent Registered Public Accounting Firm,
F-2

1. We note your response to prior comment 2 and reissue the comment.

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that its auditor has updated their report accordingly.

Unaudited Financial Statements, page F-3

2. Please update your financial statements pursuant to Rule 8-08 of Regulation S-X.

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has updated its financial statements pursuant to Rule 8-08 of Regulation S-X and the related disclosure
throughout Amendment No. 7.

*	*	*

      1

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

Sincerely,

SAUL EWING LLP

/s/ Vanessa
Schoenthaler

Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

      2

November 13, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed November 8, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 8, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-1
Report of Independent Registered Public Accounting Firm, page F-2
1.We note your response to prior comment 2 and reissue our comment.
Unaudited Financial Statements, page F-14
2.Please update your financial statements pursuant to Rule 8-08 of Regulation S-X.

November 13, 2024
Page 2
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
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November 8, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Amendment No. 5. to Registration Statement on Form S-1

    Filed November 8, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated November 8, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to Amendment No 5. to the Company’s Registration
Statement on Form S-1, publicly filed on November 8, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (the “Amendment No. 6”) in response to the Staff’s comments and to reflect certain other
changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 6.

Amendment No. 5 to Registration Form on S-1

Capitalization, page 28

 1. We note your response to prior comment 1. Please tell us the number of Class A and Class B shares
issued and outstanding as of June 30, 2024 and your calculations giving effect to the 1-for-6 reverse stock split of Class A and Class
B shares issued and outstanding as of June 30, 2024.

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that as of June 30, 2024 there (i) were 83,479,413 Class A shares and 4,046,785 Class B shares issued and outstanding
pre-reverse stock split; and (ii) were 13,917,085 Class A shares and 674,469 Class B shares issued and outstanding post-reverse stock
split. The Company will supplementally provide the Staff with its calculations giving effect to the 1-for-6 reverse stock split of Class
A and Class B shares issued and outstanding as of June 30, 2024.

    1270
    Avenue of the Americas, Suite 2800 u New
    York, NY 10020 u Phone:
    (212) 980-7200 u Fax:
    (212) 980-7292

    CALIFORNIA  DELAWARE  FLORIDA  ILLINOIS  MARYLAND  MASSACHUSETTS  MINNESOTA  NEW
    JERSEY  NEW YORK  PENNSYLVANIA  WASHINGTON, DC

    A DELAWARE LIMITED LIABILITY PARTNERSHIP

November 8, 2024

Page 2

Balance Sheet, page F-3

 2. We note your response to prior comment 2. Please have your auditor update their report to reflect that they, in fact, audited
the earnings per share information.

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that its auditor has updated their report to reflect that they, in fact, audited the earnings per share
information.

*	*	*

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

  Sincerely,

  SAUL EWING LLP

  /s/ Vanessa Schoenthaler

  Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

November 8, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 7, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 7, 2024 letter.
Amendment No. 5 to Registration Form on S-1
Capitalization, page 28
1.We note your response to prior comment 1. Please tell us the number of Class A and
Class B shares issued and outstanding as of June 30, 2024 and  your calculations
giving effect to the 1-for-6 reverse stock split of Class A and Class B shares issued
and outstanding as of June 30, 2024
Balance Sheet, page F-3
2.We note your response to prior comment 2. Please have your auditor update their
report to reflect that they, in fact, audited the earnings per share information.

November 8, 2024
Page 2
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

November 7, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed November 4, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 1, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 28
1.We note your response to prior comment 2 and reissue the comment.

November 7, 2024
Page 2
Balance Sheet, page F-3
2.We note the changes you made in response to prior comment 5. Please address the
following:
•Basic and diluted (loss) per share of Class A and Class B common stock is
calculated using the number of shares pre-reverse stock split.
•The number of Class A shares issued and outstanding at June 30, 2024 on your
balance sheet does not agree with the number of Class A shares reported at June
30, 2024 on your Statement of Stockholders' Equity (Deficit) and elsewhere in the
filing.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
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November 8, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Amendment No. 3. to Registration Statement on Form S-1

    Filed November 4, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated November 7, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to Amendment No 3. to the Company’s Registration
Statement on Form S-1, publicly filed on November 4, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (the “Amendment No. 5”) in response to the Staff’s comments and to reflect certain other
changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 5.

Amendment No. 3 to Registration Form on S-1

Capitalization, page 28

 1. We note your response to prior comment 2 and reissue the comment.

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that the 1-for-6 reverse stock split was given effect through the Company’s transfer agent, and the calculation
was performed by dividing the number of Class A and Class B shares issued and outstanding as of October 24, 2024 (the date the reverse
split was effective), on a stockholder-of-record by stockholder-of-record basis, by six, and by rounding any fractional shares up to the
nearest whole share. The Company will supplementally provide the Staff with a sampling of the calculations effected by its transfer agent.

    1270
    Avenue of the Americas, Suite 2800 u New
    York, NY 10020 u Phone:
    (212) 980-7200 u Fax:
    (212) 980-7292

    CALIFORNIA  DELAWARE  FLORIDA  ILLINOIS  MARYLAND  MASSACHUSETTS  MINNESOTA  NEW
    JERSEY  NEW YORK  PENNSYLVANIA  WASHINGTON, DC

    A DELAWARE LIMITED LIABILITY PARTNERSHIP

November 8, 2024

Page 2

Balance Sheet, page F-3

 2. We note the changes you made in response to prior comment 5. Please address the following:

 · Basic and diluted (loss) per share of Class A and Class B common stock is calculated using the
number of shares pre-reverse stock split.

 · The number of Class A shares issued and outstanding at June 30, 2024 on your balance sheet does not agree with the number
of Class A shares reported at June 30, 2024 on your Statement of Stockholders' Equity (Deficit) and elsewhere in the filing.

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has:

 · revised its calculations of basic and diluted (loss) per share of Class A and Class B common stock
                                                                                                               on the Statement of Operations  and throughout Amendment No. 5 to give effect to the reverse stock split; and

 · has revised the number of Class A shares issued and outstanding at June 30, 2024 on the Company’s
balance sheet to reflect the number of Class A shares reported at June 30, 2024 on the Company’s Statement of Stockholders’
Equity (Deficit). The previously reported number being a scrivener’s error and reflecting the number of Class A shares outstanding
as of the date of the prospectus.

*	*	*

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

  Sincerely,

  SAUL EWING LLP

  /s/ Vanessa Schoenthaler

  Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

CORRESP
1
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November 4, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Amendment No. 2. to Registration Statement on Form S-1

    Filed October 24, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated September 26, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on
Form S-1, publicly filed on October 24, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (the “Amendment No. 3”) in response to the Staff’s comments and to reflect certain other
changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 3.

Amendment No. 2 to Registration Form on S-1 filed October
24, 2024

Capitalization, page 28

 1. Please give pro forma effect to the conversion of all outstanding shares of Class B common stock on a one-for-one basis
into shares of Class A common stock.

The Company respectfully acknowledges the Staff’s comment and has
revised its capitalization table to give pro forma effect to the conversion of all outstanding shares of Class B common stock on a one-for-one
basis into shares of Class A common stock.

 2. Please tell us your calculations giving effect to the 1-for-6 reverse stock split of Class A and Class B shares issued
and outstanding as of June 30, 2024.

The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure in the Capitalization section and throughout Amendment No. 3 to clarify, and in certain instances
correct, the calculations giving effect to the 1-for-6 reverse stock split of Class A and Class B shares issued and outstanding as of
June 30, 2024, and as of the date of the prospectus that forms a part of Amendment No. 3.

November 4, 2024

Page 2

Principal and Registered Stockholders, page 67

 3. Please revise your beneficial ownership and registered stockholder disclosure to address the
following issues:

 · Please revise your disclosure to explain how your shareholders beneficially own more than 100% of your voting power.

 · Your footnote (9) disclosure regarding a Standstill Agreement not to acquire more than 49% of your voting power is
not consistent with the tabular disclosure that the registered stockholder beneficially owns 83.4% of your voting power. Please revise
or advise.

 · The tabular disclosure appears to reflect that shares of Class B Common Stock are being registered for resale as
shares of Class A Common Stock. Please revise your disclosure to correct or explain this. In this regard, we note there is no disclosure
in the registration statement regarding the convertibility of shares of Class B Common Stock into shares of Class A Common Stock.

The Company respectfully acknowledges the Staff’s
comment and has revised its beneficial ownership and registered stockholder disclosure to:

 · correct the “Percentage of Total Voting Power” reflected in the tabular disclosure of its
beneficial ownership table;

 · revise the tabular disclosure corresponding to footnote (9) to reflect that Mr. Bentley will not acquire
more than 49% of the Company’s voting power; and

 · revise the tabular disclosure to clarify that the Class B common stock is convertible into Class A common
stock on a one-for-one basis, and footnote (9) to clarify that the Company is registering 340,372 shares of Class A common stock issuable
upon conversion of the same number of Class B common stock. The Company has also added disclosure to page 71 of Amendment No. 3 regarding
the convertibility of shares of Class B common stock into shares of Class A common stock.

Report of Independent Registered Public Accounting Firm, page F-2

 4. Please have your independent auditor provide a revised audit report to include a dual date for the reverse stock split
effected on October 24, 2024 in accordance with PCAOB - Auditor Reporting, at paragraph .05 of AS 3110, or explain why a revised audit
report is not required.

The Company respectfully acknowledges the Staff’s comment and has
included in Amendment No. 3 a revised audit report from its independent auditor including a dual date for the reverse stock split effected
on October 24, 2024 in accordance with PCAOB - Auditor Reporting, at paragraph .05 of AS 3110.

Balance Sheet, page F-3

 5. Please revise the presentation of your equity shares in the December 31, 2023 and June 30, 2024 financial statements
and elsewhere in your filing to retrospectively restate the number of shares to reflect the reverse split. Refer to the guidance in SAB
Topic 4C and FASB ASC 505-10-S99-4. Additionally, include disclosures where appropriate in the filing confirming that the reverse stock
split has been retrospectively applied for all periods presented.

The Company respectfully acknowledges the Staff’s comment and has revised the presentation of its equity shares
in the December 31, 2023 and June 30, 2024 financial statements and elsewhere in Amendment No. 3 to retrospectively restate the number
of shares to reflect the reverse split, and has included disclosure on pages 1,
4 and 6, and throughout Amendment No. 3, as appropriate, indicating that the reverse stock split has been retrospectively applied for
all periods presented.

November 4, 2024

Page 3

Notes to the Financial Statements

Note 8 - Subsequent Events, page F-13

 6. Please provide disclosures about the reverse stock split, effected on October 24, 2024, in the subsequent events note
here and in note 10 to the unaudited interim financial statements for the period ended June 30, 2024.

The Company respectfully acknowledges the
Staff’s comment and has provided disclosures about the reverse stock split in the subsequent events notes in the December 31, 2023
and June 30, 2024 financial statements.

*	*	*

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

  Sincerely,

  SAUL EWING LLP

  /s/ Vanessa Schoenthaler                       

  Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

November 1, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 24, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Form on S-1 filed October 24, 2024
Capitalization, page 28
1.Please give pro forma effect to the conversion of all outstanding shares of Class B
common stock on a one-for-one basis into shares of Class A common stock.
2.Please tell us your calculations giving effect to the 1-for-6 reverse stock split of Class
A and Class B shares issued and outstanding as of June 30, 2024.
Principal and Registered Stockholders, page 67
Please revise your beneficial ownership and registered stockholder disclosure to
address the following issues:
•Please revise your disclosure to explain how your shareholders beneficially own
more than 100% of your voting power.3.

November 1, 2024
Page 2
•Your footnote (9) disclosure regarding a Standstill Agreement not to acquire more
than 49% of your voting power is not consistent with the tabular disclosure that
the registered stockholder beneficially owns 83.4% of your voting power. Please
revise or advise.
•The tabular disclosure appears to reflect that shares of Class B Common Stock are
being registered for resale as shares of Class A Common Stock. Please revise your
disclosure to correct or explain this. In this regard, we note there is no disclosure
in the registration statement regarding the convertibility of shares of Class B
Common Stock into shares of Class A Common Stock.
Report of Independent Registered Public Accounting Firm, page F-2
4.Please have your independent auditor provide a revised audit report to include a dual
date for the reverse stock split effected on October 24, 2024 in accordance with
PCAOB - Auditor Reporting, at paragraph .05 of AS 3110, or explain why a
revised audit report is not required.
Balance Sheet, page F-3
5.Please revise the presentation of your equity shares in the December 31, 2023 and
June 30, 2024 financial statements and elsewhere in your filing to retrospectively
restate the number of shares to reflect the reverse split. Refer to the guidance in SAB
Topic 4C and FASB ASC 505-10-S99-4. Additionally, include disclosures where
appropriate in the filing confirming that the reverse stock split has been
retrospectively applied for all periods presented
Notes to the Financial Statements
Note 8 - Subsequent Events, page F-13
6.Please provide disclosures about the reverse stock split, effected on October 24, 2024,
in the subsequent events note here and in note 10 to the unaudited interim financial
statements for the period ended June 30, 2024.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
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September 26, 2024

Confidential Submission Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    RE:

    Cloudastructure, Inc.

    Registration Statement on Form S-1

    Filed September 11, 2024

    File No. 333-282038

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated September 19, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on
Form S-1, publicly filed on September 11, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment
to the Registration Statement (“Amendment No. 1”) in response to the Staff’s comments and to reflect certain other changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in Amendment
No. 1.

Registration Statement on Form S-1 filed September 11, 2024

Management's Discussion and Analysis

Liquidity and Capital Resources, page 32

 1. We note your revised disclosures in response to prior comment 3. We also note that your discussion
of cash flows from investing activities refers to operating activities. Please revise your discussion of cash flows from investing activities
as appropriate.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 31 of Amendment No. 1 to accurately reflect our cash flows from investing activities.

September 26, 2024

Page 2

Business

Our Customer Base, page 49

 2. We note your response to prior comment 4 and reissue in part. Please disclose the material terms
of any agreements with your significant customers, SunRoad Enterprises and ConAm Management, including the duration of such agreements
and termination provisions with these specific customers. Also, clarify whether these agreements differ in any material aspects to the
Remote Guarding Agreements you discuss in this section.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 50 of Amendment No. 1 to include the material terms of our agreements with SunRoad Enterprises
and ConAm Management, and clarifying how these agreements differ materially from our standard Remote Guarding Agreements.

Principal and Registered Stockholders, page 66

 3. We note that the footnote disclosure is missing for each of the registered stockholders. Please
revise.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page 66 of Amendment No. 1 to include the required footnotes for the registered stockholders.

Exhibit Index

Exhibit 23.2 Consent of Bush & Associates CPA LLC, page II-5

 4. Please have your public accounting firm indicate in their consent they are consenting to the use
of their report dated July 1, 2024 in the Form S-1. Also, the report covers the balance sheet of Cloudastructure Inc. as of December 31,
2023 and 2022, the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then
ended.

The Company respectfully acknowledges the Staff’s comment
and has had its public accounting firm update its consent.

Signatures, page II-6

 5. Please amend your registration statement to include the signature of a duly authorized person
on behalf of the registrant.

The Company respectfully acknowledges the Staff’s comment
and has revised signature page of Amendment No. 1 to include the signature of all duly authorized persons on behalf of the registrant.

*     *     *

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

Sincerely,

SAUL
EWING LLP

/s/
Vanessa Schoenthaler                       

Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

September 19, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
Re:Cloudastructure, Inc.
Registration Statement on Form S-1
Filed September 11, 2024
File No. 333-282038
Dear James McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 4, 2024 letter.
Registration Statement on Form S-1 filed September 11, 2024
Management's Discussion and Analysis
Liquidity and Capital Resources, page 32
1.We note your revised disclosures in response to prior comment 3. We also note that your
discussion of cash flows from investing activities refers to operating activities. Please
revise your discussion of cash flows from investing activities as appropriate.

September 19, 2024
Page 2
Business
Our Customer Base, page 49
2.We note your response to prior comment 4 and reissue in part. Please disclose the material
terms of any agreements with your significant customers, SunRoad Enterprises and
ConAm Management, including the duration of such agreements and termination
provisions with these specific customers. Also, clarify whether these agreements differ in
any material aspects to the Remote Guarding Agreements you discuss in this section.
Principal and Registered Stockholders, page 66
3.We note that the footnote disclosure is missing for each of the registered stockholders.
Please revise.
Exhibit Index
Exhibit 23.2 Consent of Bush & Associates CPA LLC, page II-5
4.Please have your public accounting firm indicate in their consent they are consenting to
the use of their report dated July 1, 2024 in the Form S-1. Also, the report covers the
balance sheet of Cloudastructure Inc. as of December 31, 2023 and 2022, the related
statements of operations and comprehensive loss, stockholders’ equity and cash flows for
the years then ended.
Signatures, page II-6
5.Please amend your registration statement to include the signature of a duly authorized
person on behalf of the registrant.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

CORRESP
1
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September 11, 2024

Confidential Submission Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 RE: Cloudastructure, Inc.

    Amendment No. 1 to Draft Registration Statement on Form S-1

    Submitted August 19, 2024

    CIK No. 0001709628

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., a Delaware corporation
(the “Company”), we are submitting this letter in response to a letter, dated September 4, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to Draft
Registration Statement on Form S-1, confidentially submitted to the Commission on August 19, 2024, (the “Amendment”).

Concurrently with the submission of this letter,
the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system, a Registration Statement on Form S-1 (the “Registration Statement”) in response to the Staff’s comments and
to reflect certain other changes.

The numbered paragraphs below correspond to the numbered
comments in the Staff’s letter and the Staff’s comments are presented in bold italics. All references to page numbers and
captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the
Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
August 19, 2024

Results of Operations, page 30

 1. We note your revised disclosure in response to prior comment 6, however we reiterate the comment.
Please provide a more informative discussion and analysis of your results of operations. For example:

 • Expand your discussion and analysis to include results of the three-month period ended June 30,
2024 compared to the three-month period ended June 30, 2023.

 • With respect to changes in net revenues for each period presented, please enhance your discussion
to disclose the degree to which such changes were impacted by price changes or volume of goods or services being sold or the introduction
of new products or services. Refer to Item 303(b)(2)(iii) of Regulation S-K.

 • Revise and expand your disclosures to discuss any material trends related to changes in costs.
In this regard, you identified hosting costs as one of the drivers of the increase in cost of goods sold for the six months ended June
30, 2024 compared to the six months ended June 30, 2023. However, hosting and data center bandwith costs as presented on page 31 decreased
significantly for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 while during the
same periods installation and labor costs increased significantly.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure beginning on page 25 of the Registration Statement to provide a more informative discussion and analysis
of its results of operations, including a comparison of the three-month periods ended June 30, 2024 and June 30, 2023, disclosure to specify
that the increase in total revenue is primarily attributable to an increase of new and larger customers, and disclosure to specify that
the increase in costs of goods sold is primarily attributable to increased installation projects resulting from increased sales, while
hosting costs were removed from the analysis as they had decreased during the period.

September
11, 2024

Page 2

 2. Please provide a comparative analysis of operating expenses for the years ended December 31, 2023
and 2022 in tabular form.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure beginning on page 26 of the Registration Statement to provide a comparative analysis of operating expenses
for the years ended December 31, 2023 and 2022 in tabular form.

Liquidity and Capital Resources, page 33

 3. We note your revised disclosures in response to prior comment 8 and we reissue the comment. For
example, the reported amount of net cash used by operating activities decreased $5.2 million, or approximately 48%, in fiscal 2023 compared
to fiscal 2022. Please provide an analysis of the reason(s) for this variance. Refer to item 303(b) of Regulation S-K regarding analysis
of material changes in line items from period to period. Also refer to the introductory paragraph of section IV.B and B.1 and B.2 of Release
No. 33-8350 for guidance regarding the content of the analysis. For example, when preparing the discussion and analysis of operating cash
flows, address material changes in the underlying drivers (e.g., cash receipts from the sale of goods and services and cash payments to
acquire materials for manufacture or goods for resale) rather than merely describe items identified on the face of the statement of cash
flows, such as the reconciling items used in the indirect method of presenting cash flows.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure beginning on page 28 of the Registration Statement to provide an analysis of the reasons for the variance
in net cash used in operating activities from period to period, as well as the disclosure throughout the liquidity and capital resources
section to provide additional discussion and analysis of material changes in line items from period to period.

Business

Our Key Customers, page 49

 4. We note your response to prior comment 10. Please disclose the material terms of any agreements
with your significant customers, SunRoad Enterprises and ConAm Management. Further, revise to explain why you consider the customers identified
in this section “key customers.” As part of your response, disclose the amount of revenue generated by those companies listed
under “key customers.”

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure beginning on page 41 of the Registration Statement to remove the designation of “key customers”
and to include the approximate percentage of revenue generated as of June 30, 2024 by the customer set forth in list beginning on page
41 of the Registration Statement. In addition, the Company has added additional disclosure on beginning page 42 of the Registration Statement
to include the material terms of its remote guarding and subscription agreements, which SunRoad Enterprises and ConAm Management are parties
to.

Statement of Stockholders’ Equity (Deficit), page F-16

 5. Please revise your Statement of Stockholders’ Equity (Deficit) to report the correct periods
as appropriate.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page F-14 of the Registration Statement to correct the reporting periods in the Statement of Stockholders’
Equity (Deficit).

September
11, 2024

Page 3

Statement of Cash Flows, page F-18

 6. We note your response to prior comment 21 and your updated financial statements for the period
ended June 30, 2024 and we reissue the comment in regards to the reported balance of June 30, 2024 Cash at End of Period in comparison
with cash on the June 30, 2024 balance sheet. In addition, please revise the column heading to reflect the appropriate period.

The Company respectfully acknowledges the Staff’s comment
and has revised the disclosure on page F-16 of the Registration Statement to ensure that the Statement of Cash Flows now accurately reconciles
the cash balance as of June 30, 2024, with the balance sheet and reflects the correct column headings for the reporting period.

*     *     *

Should you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.

  Sincerely,

  SAUL EWING LLP

  /s/ Vanessa
Schoenthaler

  Vanessa Schoenthaler

    cc:
    James McCormick, Cloudastructure, Inc.

Greg Smitherman, Cloudastructure, Inc.

September 4, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
530 Lytton Avenue, 2nd Floor #2161
Palo Alto, CA
Re:Cloudastructure, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted August 19, 2024
CIK No. 0001709628
Dear James McCormick:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 5, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Results of Operations, page 30
We note your revised disclosure in response to prior comment 6, however we reiterate the
comment. Please provide a more informative discussion and analysis of your results of
operations. For example:
•Expand your discussion and analysis to include results of the three-month period
ended June 30, 2024 compared to the three-month period ended June 30, 2023.
•With respect to changes in net revenues for each period presented, please enhance
your discussion to disclose the degree to which such changes were impacted by price
changes or volume of goods or services being sold or the introduction of new
products or services. Refer to Item 303(b)(2)(iii) of Regulation S-K.1.

September 4, 2024
Page 2
•Revise and expand your disclosures to discuss any material trends related to changes
in costs. In this regard, you identified hosting costs as one of the drivers of the
increase in cost of goods sold for the six months ended June 30, 2024 compared to the
six months ended June 30, 2023. However, hosting and data center bandwith costs as
presented on page 31 decreased significantly for the three and six months ended June
30, 2024 compared to the three and six months ended June 30, 2023 while during the
same periods installation and labor costs increased significantly.
2.Please provide a comparative analysis of operating expenses for the years ended
December 31, 2023 and 2022 in tabular form.
Liquidity and Capital Resources, page 33
3.We note your revised disclosures in response to prior comment 8 and we reissue the
comment. For example, the reported amount of net cash used by operating activities
decreased $5.2 million, or approximately 48%, in fiscal 2023 compared to fiscal 2022.
Please provide an analysis of the reason(s) for this variance. Refer to item 303(b) of
Regulation S-K regarding analysis of material changes in line items from period to period.
Also refer to the introductory paragraph of section IV.B and B.1 and B.2 of Release No.
33-8350 for guidance regarding the content of the analysis. For example, when preparing
the discussion and analysis of operating cash flows, address material changes in the
underlying drivers (e.g., cash receipts from the sale of goods and services and cash
payments to acquire materials for manufacture or goods for resale) rather than merely
describe items identified on the face of the statement of cash flows, such as the
reconciling items used in the indirect method of presenting cash flows.
Business
Our Key Customers, page 49
4.We note your response to prior comment 10. Please disclose the material terms of any
agreements with your significant customers, SunRoad Enterprises and ConAm
Management. Further, revise to explain why you consider the customers identified in this
section "key customers." As part of your response, disclose the amount of revenue
generated by those companies listed under "key customers."
Statement of Stockholders' Equity (Deficit), page F-16
5.Please revise your Statement of Stockholders' Equity (Deficit) to report the correct periods
as appropriate.
Statement of Cash Flows, page F-18
6.We note your response to prior comment 21 and your updated financial statements for the
period ended June 30, 2024 and we reissue the comment in regards to the reported balance
of June 30, 2024 Cash at End of Period in comparison with cash on the June 30, 2024
balance sheet. In addition, please revise the column heading to reflect the appropriate
period.

September 4, 2024
Page 3
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

August 5, 2024
James McCormick
Chief Executive Officer
Cloudastructure, Inc.
150 SE 2nd Avenue, Suite 300
Miami, Florida
Re:Cloudastructure, Inc.
Draft Registration Statement on Form S-1
Submitted July 9, 2024
CIK No. 0001709628
Dear James McCormick:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted July 9, 2024
Prospectus Summary, page 2
1.Please provide the basis for your claim that in 2023 your Remote Guarding services
"deterred over 97% of all threatening incidences" for your customers.
Risk Factors, page 6
2.To the extent material, please revise your risk factor disclosure to address: risk that the
opening trading price may not be related to historical sales prices; uncertainty associated
with the fact that few companies have undertaken direct listings to date; and any impact of
the company’s brand and consumer recognition on the demand for shares.
3.Please provide risk factor disclosure addressing the material factors that raise substantial
doubt about your ability to continue as a going concern.

August 5, 2024
Page 2
4.We note your disclosure on page 43 that, in 2023, three customers accounted for 40% of
your revenue and that, in 2022, three customers accounted for 46% of your revenue.
Please provide risk factor disclosure regarding risks stemming from your customer
concentration.
5.We note your disclosure elsewhere regarding your obligations to indemnify.  Please
clarify whether you have agreed to indemnify certain the Registered Stockholders for
certain claims arising in connection with sales under this prospectus. If so, discuss the
impact, if any, of large indemnity payments on the company.
Results of Operations, page 26
6.We note you describe multiple factors that impacted your results of operations; however,
you do not appear to quantify the impact of or explain the drivers behind each factor. For
example:
•You indicate that cloud video surveillance revenue, remote guarding revenue, and
hardware revenue increased by 66%, 1948% and 4622%, respectively, in the first
three months of 2024 compared to the first three months of 2023.
•You attribute increased cost of goods sold in the first three months of 2024 to
increased sales costs, such as hosting costs, the costs of equipment sold, installation
costs and the costs of your operations department.
•You attribute the increase in revenue for fiscal year 2023 to your expanded customer
base.
Please revise throughout to quantify each material factor, including any offsetting factors
that contributed to your results of operations including a quantified discussion for each
service or product offering that contributed to such a change. In addition, you should
refrain from using qualitative terms such as “primarily” in lieu of providing specific
quantitative disclosure. Refer to Item 303(b) of Regulation S-K.
Liquidity and Capital Resources, page 29
7.You indicate that your anticipated operating requirements for the next twelve months,
assuming the maintenance of your current operations, exceed your available capital
resources. Please expand your disclosure to include your estimated material cash
requirements over the next twelve months and describe the level of operations that you
will be able to perform with your existing capital resources and liquidity.
8.Please revise to include a discussion of your cash flows from operating, investing and
financing activities.
Our Key Customers, page 42
9.Please clarify the term “sales” as used in relation to your discussion of key customers in
the first paragraph on page 44.

August 5, 2024
Page 3
10.We note your disclosure that you have strategically partnered with "some of the largest
property management groups in the industry." Please discuss your strategic partnerships
with each of these brands and the amount of revenue you generate from these customers,
if material. Please avoid highlighting customers based on the customers’ size or name
recognition rather than their contribution to your business.
Business
Regulatory Environment, page 44
11.Please expand your disclosure regarding the laws and regulations central to your business
to which you are subject. In addition, you disclose on page 38 that your customers are
"responsible for their own compliance with applicable laws and regulations" with
regard to the use of your Facial Recognition technology. Please describe whether you are
subject to liability or laws with respect to your customers' use of your technology. Provide
related risk factor disclosure, if material.
Principal and Registered Stockholders, page 60
12.Please identify the natural person or persons who have voting and/or investment control
of the shares held by Upward Labs AC/SB LLC and disclose whether you have any
material relationships with this shareholder. Further, revise the chart to indicate which
columns represent holdings of Class A and Class B shares.
Description of Capital Stock, page 62
13.Please revise to provide a more detailed description of the material voting rights of the
Class A common stockholders. For example, disclose under what circumstances Class A
common stockholders are entitled to a separate class vote under Delaware law.
Exclusive Forum, page 64
14.We note your disclosure that your forum selection provision identifies the federal district
courts of the United States of America as the exclusive forum for claims arising under the
Securities Act. Please disclose that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. In this regard, we note that
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. In addition, please clarify your disclosure regarding
claims arising under the Exchange Act to state clearly that the Exchange Act confers
exclusive federal jurisdiction over such claims.
Plan of Distribution, page 73
15.Please clarify whether the fee paid to the Advisor is entirely contingent on the successful
consummation of the direct listing or whether any portion of the fee is required to be paid
regardless of whether the direct listing is completed.
16.Please discuss the Advisor's role in Nasdaq's price validation test, if any, under the
Nasdaq rules.

August 5, 2024
Page 4
17.Please disclose whether you will be involved in Nasdaq’s price-setting mechanism or
will coordinate or be in communication with the Advisor including with respect to any
decision by the Advisor to delay or proceed with trading.
Financial Statements, page F-3
18.We note your auditor expressed an opinion on your consolidated balance sheet as of
December 31, 2023 and 2022, the related consolidated statements of operations and
comprehensive loss, stockholder’s equity and cash flows for the years then ended. We
also note:
•the financial statements presented on pages F-3 through F-6 are labelled “condensed;”
•the column headings for the annual periods presented in the statement of
operations are 2023 and 2024;
•the statement of stockholders’ equity only includes 2023; and
•the statement of cash flows is labelled “unaudited.”
Please revise as necessary to ensure your consolidated financial statements for 2023 and
2022 are completely and accurately presented.
19.We note your disclosure that a non-cash loss on impairment was recorded on December
31, 2023 reflecting goodwill impairment charges totaling $1.67 million. Please present the
impairment loss as a separate line item on the income statement within continuing
operations in accordance with ASC 350-20-45-2 and expand your disclosures related to
goodwill to comply with the requirements of ASC 350-20-50.
Note 8 - Subsequent Events, page F-13
20.It appears you recorded the goodwill impairment in 2023 so it is unclear why you are
disclosing it as a subsequent event. Please remove this disclosure or advise us.
Condensed Consolidated Statement of Cash Flows, page F-17
21.We note the reported balance of March 31, 2024 Cash at End of Period is not consistent
with cash on the March 31, 2024 balance sheet. Please revise as necessary.
General
22.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

August 5, 2024
Page 5
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vanessa Schoenthaler

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Office of Technology

Division of Corporation Finance

US Securities and Exchange Commission

Washington, D.C. 20549

May 16, 2022

  Re:
  Cloudastructure, Inc.

  Offering Statement on Form 1-A

  File No. 024-11782

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., I hereby request qualification
of the above-referenced offering statement at 10:00 am, Eastern Time, on Thursday, May 19, 2022, or as soon thereafter as is practicable.

Sincerely,

/s/ Rick Bentley

Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

  Cc:
  Jeanne Campanelli, Esq.

  CrowdCheck Law LLP

CORRESP
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May 6, 2022

Jan Woo

Legal Branch Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Cloudastructure, Inc.

Amendment No. 2 to Offering Statement on Form 1-A

Filed March 8, 2022

File No. 024-11782

Dear Ms. Woo:

We acknowledge receipt of the comments in your letter dated
March 25, 2022 regarding the Offering Statement of Cloudastructure, Inc. (the “Company”), which we have set out below, together
with our responses. If not defined in this letter, all defined terms are as defined in the Offering Statement.

Amendment No. 2 to Offering Statement on Form 1-A

The Company's Business

Recent Developments, page 28

 1. We note your disclosure that you recently received a subpoena from the SEC and that the subpoena seeks
documents from January 1, 2018 through the date of the subpoena. Please revise to provide more robust disclosure regarding the nature
and scope of the investigation, to your knowledge, the facts underlying the subpoena, and how it relates to your business and/or offering.
Discuss any potential material impact on the company.

The Company advises the Staff
that it has discussed the Staff’s comment letter dated March 25, 2022 with the Staff of the Division of Enforcement, which reiterated
the non-public nature of the formal order of investigation.  In light of those discussions, the Company proposes the following disclosure
to be added to the offering statement:

"Cloudastructure recently
received a subpoena from the U.S. Securities and Exchange Commission, in a matter captioned In the Matter of Certain Reg-A Issuers. The
subpoena requests documents and data that may be relevant to the investigation, seeking documents from January 1, 2018 through the date
of the subpoena.  The Staff noted that it is trying to determine whether there have been any violations of federal securities laws
but further noted that the investigation does not mean that they have concluded that anyone has violated the law.  The subpoena seeks,
among other things, documents concerning the promotion of Cloudastructure securities and solicitation of investments for or on behalf
of Cloudastructure, documents concerning certain identified third-party individuals and entities, and communications with investors. The
Company is cooperating with the investigation and is producing documents in response to the subpoena. The Company can offer no assurances
as to the outcome of this investigation or its potential effect, if any, on the Company."

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Cloudastructure, Inc. If you have additional questions or comments, please contact me at jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

cc: Rick Bentley

Chief Executive
Officer

Cloudastructure,
Inc.

United States securities and exchange commission logo
March 25, 2022
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
150 SE 2nd Ave, Suite 300
Miami, FL 33131
Re:Cloudastructure, Inc.
Amendment No. 2 to Offering Circular on Form 1-A
Filed March 8, 2022
File No. 024-11782
Dear Mr. Bentley:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Offering Statement on Form 1-A
The Company's Business
Recent Developments, page 28
1.We note your disclosure that you recently received a subpoena from the SEC and that the
subpoena seeks documents from January 1, 2018 through the date of the subpoena.  Please
revise to provide more robust disclosure regarding the nature and scope of the
investigation, to your knowledge, the facts underlying the subpoena, and how it relates to
your business and/or offering.  Discuss any potential material impact on the company.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRick Bentley
 Comapany NameCloudastructure, Inc.
 March 25, 2022 Page 2
 FirstName LastName
Rick Bentley
Cloudastructure, Inc.
March 25, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli

United States securities and exchange commission logo
January 25, 2022
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
150 SE 2nd Ave, Suite 300
Miami, FL 33131
Re:Cloudastructure, Inc.
Offering Circular on Form 1-A
Filed January 21, 2022
File No. 024-11782
Dear Mr. Bentley:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-6001 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli

CORRESP
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Office of Technology

Division of Corporation Finance

Securities and Exchange Commission Washington, DC 20549

May 13, 2021

    Re:
    Cloudastructure, Inc.

    Offering Statement on Form 1-A

    File No. 024-11192

Ladies and Gentlemen:

On behalf of Cloudastructure, Inc., I hereby request qualification
of the above-referenced offering statement at 4:00pm, Eastern Time, on Monday, May 17, 2021, or as soon thereafter as is practicable.

Sincerely,

/s/ Rick Bentley

Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

    Cc:
    Jeanne Campanelli, Esq.

    CrowdCheck Law LLP

United States securities and exchange commission logo
May 7, 2021
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
55 E 3rd Ave
San Mateo, CA 94401
Re:Cloudastructure, Inc.
Post-Qualification Amendment No. 1 to Form 1-A
Filed May 5, 2021
File No. 024-11192
Dear Mr. Bentley:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli

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Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission Washington,
DC 20549

July 7, 2020

 Re: Cloudastructure, Inc.

    Offering Circular on Form 1-A

    File No. 024-11192

Dear Mr. Spirgel:

On behalf of Cloudastructure, Inc., I hereby request qualification
of the above-referenced offering statement at 12:00 noon, Eastern Time, on Thursday, July 9, 2020, or as soon thereafter as is
practicable.

Sincerely,

/s/ Rick Bentley

Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

Cc:  Jeanne Campanelli

CrowdCheck Law LLP

CORRESP
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June 22, 2020

Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Cloudastructure, Inc.

    Amendment No. 2 to Offering Circular on Form 1-A

    Filed June 11, 2020

    File No. 024-11192

Dear Mr. Spirgel:

We acknowledge receipt of the comments in your letter dated
June 19, 2020 regarding the Offering Statement of Cloudastructure, Inc. (the “Company”), which we have set out below,
together with our responses.

Amendment No. 2 to Offering Circular on Form 1-A

Plan of Distribution and Selling Securityholders

Investor Tender of Funds, page 16

 1. Please add disclosure explaining how you will process subscriptions made by credit card. For
example, disclose who will process credit card subscriptions, the amount of processing fees or other charges associated with credit
card subscriptions, and whether the company or investors will pay such fees.

The Company has added disclosure in the “Plan of Distribution”
section explaining how credit card subscriptions will be processed. The Company now discloses that credit card subscriptions will
be processed via a third-party software provider, Novation Solutions Inc. o/a DealMaker, and discloses the fees and charges payable
to DealMaker in connection with such subscriptions. In addition, the Company now discloses that it will pay such processing fees
to DealMaker. The Company has also revised the disclosure regarding offering expenses in the “Use of Proceeds” section
to include estimated fees payable by the Company in connection with investments via credit card.

Thank you again for the opportunity to respond to your questions
to the Offering Statement of Cloudastructure, Inc. If you have additional questions or comments, please contact me at jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

cc: Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

United States securities and exchange commission logo
June 19, 2020
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
55 E 3rd Ave.
San Mateo CA 94401
Re:Cloudastructure, Inc.
Amendment No. 2 to Offering Circular on Form 1-A
Filed June 11, 2020
File No. 024-11192
Dear Mr. Bentley:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Offering Circular on Form 1-A
Plan of Distribution and Selling Securityholders
Investor Tender of Funds, page 16
1.Please add disclosure explaining how you will process subscriptions made by credit card.
For example, disclose who will process credit card subscriptions, the amount of
processing fees or other charges associated with credit card subscriptions, and whether the
company or investors will pay such fees.

 FirstName LastNameRick Bentley
 Comapany NameCloudastructure, Inc.
 June 19, 2020 Page 2
 FirstName LastName
Rick Bentley
Cloudastructure, Inc.
June 19, 2020
Page 2
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli

CORRESP
1
filename1.htm

June 10, 2020

Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Cloudastructure, Inc.

    Offering Circular on Form 1-A Filed April
10, 2020

    File No. 024-11192

Dear Mr. Spirgel:

We acknowledge receipt of the comments in your letter
dated June 9, 2020 regarding the Offering Statement of Cloudastructure, Inc. (the “Company”), which we have set out
below, together with our responses.

Preliminary Offering
Circular Dated May 26, 2020 Risk Factors, page 7

 1. We note your response to prior comment 3 regarding your
largest customer, the University of California Santa Barbara. Please add a risk factor that a single customer accounts for a material
portion of your revenues, that you do not have anyf ormalized agreement governing the terms of your services, and, if true, that
the services are cancelable at any time.

The Company has revised the disclosure in the
“Risk Factors” section of the Offering Circular to include the risk factor requested by the Staff.

Management's Discussion and Analysis

Liquidity and Capital Resources, page 24

 2. We note that you reported $1.8 million of current liabilities
as of December 31, 2019. Please tell us how you determined that your negative working capital was only $16,444 on December 31,
2019. Otherwise, please revise.

In response to the Staff’s
comment, the Company has revised its working capital calculation in the “Management’s Discussion and Analysis”
section of the Company’s Offering Statement.

      1

Financial Statements

Note 11 - Subsequent Events

Reverse Stock Split,
page F-44

 3. Please give retroactive effect throughout the document
to the reverse stock split and the new capital structure.

In response to the Staff’s
comment, the Company has revised the financial statements included with the Offering Statement to give retroactive effect to the
reverse stock split and the new capital structure. In addition, the Company notes that the reverse stock split and new capital
structure are accounted for in the “Summary”, “Dilution”, “Security Ownership of Management and Certain
Securityholders”, and “Securities Being Offered” sections of the Offering Statement

Thank you again for the opportunity to respond to
your questions to the Offering Statement of Cloudastructure, Inc. If you have additional questions or comments, please contact
me at jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

cc: Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

      2

United States securities and exchange commission logo
June 9, 2020
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
55 E 3rd Ave.
San Mateo CA 94401
Re:Cloudastructure, Inc.
Offering Circular on Form 1-A
Filed April 10, 2020
File No. 024-11192
Dear Mr. Bentley:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 7, 2020 letter.
Preliminary Offering Circular Dated May 26, 2020
Risk Factors, page 7
1.We note your response to prior comment 3 regarding your largest customer, the
University of California Santa Barbara.  Please add a risk factor that a single
customer accounts for a material portion of your revenues, that you do not have any
formalized agreement governing the terms of your services, and, if true, that the services
are cancelable at any time.

 FirstName LastNameRick Bentley
 Comapany NameCloudastructure, Inc.
 June 9, 2020 Page 2
 FirstName LastName
Rick Bentley
Cloudastructure, Inc.
June 9, 2020
Page 2
Management's Discussion and Analysis
Liquidity and Capital Resources, page 24
2.We note that you reported $1.8 million of current liabilities as of December 31, 2019.
Please tell us how you determined that your negative working capital was only $16,444 on
December 31, 2019.  Otherwise, please revise.
Financial Statements
Note 11 - Subsequent Events
Reverse Stock Split, page F-44
3.Please give retroactive effect throughout the document to the reverse stock split and the
new capital structure.
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli

CORRESP
1
filename1.htm

May 26, 2020

Mr. Larry Spirgel

Office Chief

Office of Technology

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

Re: Cloudastructure, Inc.

Offering Circular on Form 1-A

Filed April
10, 2020

File No. 024-11192

Dear Mr. Spirgel:

We acknowledge receipt of the comments in your letter
dated May 7, 2020 regarding the Offering Statement of Cloudastructure, Inc. (the “Company”), which we have set out
below, together with our responses.

Preliminary Offering Circular Dated April 10, 2020

Risk Factors

"The Company has multiple notes outstanding
beyond their stated maturity date.", page 10

1.
Please disclose in this risk factor the total amount due under the outstanding notes.

The Company has revised the disclosure
in the “Risk Factors” section of the Offering Circular as requested by the Staff.

The Company's Business

Products and Services in Development, page 19

2.
Please revise to discuss the time frames and estimated costs related to the completion of your products and services in
development.

The Company has revised the disclosure
in the “The Company’s Business” section of the Offering Circular to discuss the time frames and estimated costs
related to the completion of the Company’s products and services in development as requested by the Staff.

      1

Key Customers, page 21

3.
Please identify the major customer who accounted for 39% of your revenue in 2019 and disclose the material terms of any
agreements or understanding with this customer. As part of your response, tell us the percentage of revenue derived from the customer
in 2018. In addition, file as exhibits any related contracts. Refer to Item 17(6)(b)(ii) of Form 1-A.

The Company has revised the disclosure in the
“The Company’s Business” section of the Offering Circular to identify the customer who accounted for 39% of
the Company’s revenue in 2019, and to disclose percentage of revenue derived from the customer in 2018. Regarding the filing
of any contracts with this customer as an exhibit, the Company does not believe Item 17(6)(b)(ii) of Form 1-A requires any contracts
with this customer to be filed. Firstly, the Company has not entered into a formal agreement with this customer that governs the
terms of the services provided by the Company to the customer. Secondly, the Company does not believe it is substantially dependent
on this customer’s business. As such, the Company has not filed as an exhibit any contracts with this customer, and has
revised its disclosure in the Offering Circular to make it clear that the Company is not dependent on this customer.

Management's Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and Capital Resources, page 23

4.
We note your disclosure on page 10 that if you sell the maximum number of units, you expect the net proceeds to fund your
operations for at least 48 months. Please revise this section to disclose how long you expect your current capital will be able
to fund operations and how long you will be able to continue to fund operations if you raise 25%, 50%, 75% or 100% of the maximum
offering.

The Company has revised its disclosure under “Liquidity
and Capital Resources” to disclose how long the Company expects its current capital will be able to fund its operations,
as well as how long the Company expects it will be able to continue to fund its operations if it raises 25%, 50%, 75% or 100% of
the maximum offering.

Directors, Executive Officers and Significant Employees,
page 25

5.
Your website indicates that Rajeev Kak is your Chief Marketing Officer. Please disclose all executive officers and significant
employees of the company. See Item 10 of Form 1- A.

As Rajeev Kak is no longer the Chief Marketing
Officer of the Company, the Company has removed him from its website. The Company confirms that the information in the “Directors,
Executive Officers, and Significant Employees” section of the Offering Circular is correct and up to date.

      2

Balance Sheets, page F-2

6.
We note that you have multiple issuances of promissory notes and convertible notes outstanding beyond their maturity dates
and the holders of such debt may demand payment at any time. Revise your balance sheet classification of these notes to report
them as a current liability or tell us why it is appropriate to not do so.

The Company has revised the financial statements
to reflect the current nature of the convertible notes that are due within one year, have exceeded their maturity date, or are
due on demand. As this change results in a restatement of the financial statements, the Company has provided additional disclosure
in Note 9 in accordance with ASC 250.

Statement of Operations, page F-3

7.
We note that you have been "primarily focused on research and development for the last two fiscal years". Tell
us your consideration of the disclosure requirements of ASC 730- 10-50 and whether or not your research and development expenses
should be disclosed.

The Company has revised the statement of operations
to separately show identified research and development expenses. As this change results in a restatement of the financial statements,
the Company has provided additional disclosure in Note 9 in accordance with ASC 250. The Company has also added disclosure regarding
research and development to the “The Company’s Business” section of the Offering Circular.

Recent Accounting Pronouncements, page F-8

8.
Please disclose when you intend to adopt those new and/or revised accounting standards whose adoption you have elected to
defer.

The Company has revised Note 2 of the financial
statements to address the adoption or consideration of recent accounting pronouncements as requested by the Staff.

Revenue Recognition, page F-8

9.
Please expand your disclosure and describe how you account for each material source of revenues: subscriptions, door and
video services, and sales of controllers and recorders. Further, tell us why you have yet to implement the guidance of ASC 606
- Revenues from Contracts with Customers, which became effective for non-public companies for years beginning after December 15,
2018.

      3

The Company has expanded its disclosure in Note
2 of the financial statements to describe how it accounts for each material source of revenues (subscriptions, door and video services,
and sales of controllers and recorders). The Company also has revised Note 2 of the financial statements regarding revenue recognition
to reflect its adoption of ASC 606.

Notes to the Financial Statements

Note 4 - Convertible Notes, and Note 5 - Other
Non-current Liabilities, page F-9

10.
Please disclose the terms of your debt and other non-current obligations as required by ASC 470. Also include applicable
related party disclosures.

The Company has revised Note 4 to disclose the
terms of its debt and other non-current liabilities, added Note 5 to disclose the terms of its SAFE instruments and added Note
8 to disclose the terms of related party transactions with the Company. The Company has revised the balance sheet to reflect the
changes to current and non-current liabilities and notes payable to a related party. As these changes result in a restatement
of the financial statements, the Company has provided additional disclosure in Note 9 in accordance with ASC 250.

Thank you again for the opportunity to respond to
your questions to the Offering Statement of Cloudastructure, Inc. If you have additional questions or comments, please contact
me at jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

cc: Rick Bentley

Chief Executive Officer

Cloudastructure, Inc.

      4

United States securities and exchange commission logo
May 7, 2020
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
55 E 3rd Ave.
San Mateo CA 94401
Re:Cloudastructure, Inc.
Offering Circular on Form 1-A
Filed April 10, 2020
File No. 024-11192
Dear Mr. Bentley:
            We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Preliminary Offering Circular Dated April 10, 2020
Risk Factors
"The Company has multiple notes outstanding beyond their stated maturity date.", page 10
1.Please disclose in this risk factor the total amount due under the outstanding notes.
The Company's Business
Products and Services in Development, page 19
2.Please revise to discuss the time frames and estimated costs related to the completion of
your products and services in development.
Key Customers, page 21
3.Please identify the major customer who accounted for 39% of your revenue in 2019 and
disclose the material terms of any agreements or understanding with this customer. As

 FirstName LastNameRick Bentley
 Comapany NameCloudastructure, Inc.
 May 7, 2020 Page 2
 FirstName LastName
Rick Bentley
Cloudastructure, Inc.
May 7, 2020
Page 2
part of your response, tell us the percentage of revenue derived from the customer in 2018.
In addition, file as exhibits any related contracts.  Refer to Item 17(6)(b)(ii) of Form 1-A.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 23
4.We note your disclosure on page 10 that if you sell the maximum number of units, you
expect the net proceeds to fund your operations for at least 48 months. Please revise this
section to disclose how long you expect your current capital will be able to fund
operations and how long you will be able to continue to fund operations if you raise 25%,
50%, 75% or 100% of the maximum offering.
Directors, Executive Officers and Significant Employees, page 25
5.Your website indicates that Rajeev Kak is your Chief Marketing Officer.  Please disclose
all executive officers and significant employees of the company.  See Item 10 of Form 1-
A.
Balance Sheets, page F-2
6.We note that you have multiple issuances of promissory notes and convertible notes
outstanding beyond their maturity dates and the holders of such debt may demand
payment at any time.  Revise your balance sheet classification of these notes to report
them as a current liability or tell us why it is appropriate to not do so.
Statement of Operations, page F-3
7.We note that you have been "primarily focused on research and development for the  last
two fiscal years".  Tell us your consideration of the disclosure requirements of ASC 730-
10-50 and whether or not your research and development expenses should be disclosed.
Recent Accounting Pronouncements, page F-8
8.Please disclose when you intend to adopt those new and/or revised accounting standards
whose adoption you have elected to defer.
Revenue Recognition, page F-8
9.Please expand your disclosure and describe how you account for each material source of
revenues: subscriptions, door and video services, and sales of controllers and recorders.
Further, tell us why you have yet to implement the guidance of ASC 606 - Revenues from
Contracts with Customers, which became effective for non-public companies for years
beginning after December 15, 2018.

 FirstName LastNameRick Bentley
 Comapany NameCloudastructure, Inc.
 May 7, 2020 Page 3
 FirstName LastName
Rick Bentley
Cloudastructure, Inc.
May 7, 2020
Page 3
Notes to the Financial Statements
Note 4 - Convertible Notes, and Note 5 - Other Non-current Liabilities, page F-9
10.Please disclose the terms of your debt and other non-current obligations as required by
ASC 470.  Also include applicable related party disclosures.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeanne Campanelli