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

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.
 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