July 15, 2024

Gregory Q. Jensen
Chief Executive Officer
Novusterra Inc.
12115 Visionary Way
Suite 174
Fishers, IN 46038

       Re: Novusterra Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed June 20, 2024
           File No. 333-276911
Dear Gregory Q. Jensen:

     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 March 6, 2024 letter.

Amendment No. 1 to Form S-1 filed June 20, 2024
Cover Page

1.     We note your response to our prior comment 27. Please revise your
prospectus cover page
       to disclose that the selling shareholders will sell the shares of common
stock at an initial
       fixed price of $1.00 until such shares are quoted on the OTCQB, or
another trading
       market such as the OTCQX or national securities exchange, at which time
they may be
       sold at prevailing market prices or in privately negotiated transactions
and make
       corresponding revisions to your disclosure on page 36. Refer to Item
501(b)(3) of
       Regulation S-K.
Prospectus Summary
Our Company, page 4
 July 15, 2024
Page 2

2.     We note your response to our prior comment 1. Please clarify, if true,
that you intend to
       produce Graphene only, which may be used by other parties to manufacture
the listed
       products. Please also revise your disclosure to describe in detail you
plan of operations for
       the next 12 months. Disclose any significant steps that must be taken or
any significant
       future milestones that must be achieved in order to accomplish your
objectives, including
       your anticipated timeline and expenditures for these events.
3.     We note you have filed Exhibit 10.16 in response to prior comment 13. We
further note
       that your disclosure states that ARC assigned the exclusive sublicense
agreement rights
       for the defense and space industries with Kenai to Novusterra. However,
Exhibit 10.16
       reflects that Kenai entered into this agreement directly with
Novusterra. Please revise or
       advise.
Risk Factors
Our planned Graphene production facility in Kentucky depends on the Exclusive
Rights of
patented technology that we have acquired from ARC, page 10

4.     We note your response to our prior comment 5. However, as we are unable
to locate the
       revised disclosure in response to this comment, we re-issue the comment.
Please disclose
       whether there is currently a breach of any of the Diligence Milestones
and/or payment
       obligations under the license agreement between Advanced Carbon Material
LLC and
       Ohio University.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business, page 16

5.     We note your response to our prior comment 7 and re-issue the comment.
Please disclose
       the deadlines for each of the Diligence Milestones under the license
agreement between
       Ohio University and American Resources Corporation. In this regard, we
note your
       disclosure on page 11 stating that the Diligence Milestones    include
developing a final
       design for a pilot facility to exploit the Licensed Product; completion
of construction of
       the pilot facility; developing a final design for commercial facility to
exploit the Licensed
       Product; identifying feedstock material sources for the Licensed
Product; completing
       construction of the commercial facility; obtaining the first commercial
sale of product
       exploiting the Licensed Product; and obtaining net sales of a minimum of
$1,000,000.00
       and that    the deadlines for these various Diligence Milestones run
from January 1, 2022,
       through January 1, 2026.
Certain Relationships and Related Transactions, page 30

6.     We reissue prior comment 18 in part. Please file as exhibits to this
registration statement,
       the convertible promissory notes issued to both Mark Jensen and Steve
Segal on October
       4, 2022.
 July 15, 2024
Page 3
Principal Stockholders, page 32

7.     We note that you have two classes of voting securities issued and
outstanding. Please
       expand your Principal Stockholders table to provide beneficial ownership
for each class of
       voting securities before and after the offering and add a column to show
the total
       percentage of voting power held by each person listed in the table.
Refer to Item 403 of
       Regulation S-K.
Exhibits

8.     We note your response to our prior comment 25 and re-issue it. Please
update your
       exhibits to include the exhibits that pertain only to this offering.
Accordingly, please
       remove the underwriter's warrant as an exhibit to the registration
statement and file an
       opinion of counsel as to the legality of the securities covered by
       this registration statement.
9.     Please reconcile the fee table in Exhibit 107, which indicates a $15
million maximum
       aggregate offering amount and no specified number of shares, with the
number of shares
       to be resold under this S-1 as set forth on the prospectus cover page.

       Please contact Brian McAllister at 202-551-3341 or Raj Rajan at
202-551-3388 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763 with any
other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Energy &
Transportation
cc:   Clifford J. Hunt, Esq.