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

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.
 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