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                             August 22, 2022

       Mark Fuller
       Chief Executive Officer
       Castellum, Inc.
       3 Bethesda Metro Center, Suite 700
       Bethesda, MD 20814

                                                        Re: Castellum, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted August
11, 2022
                                                            CIK No. 0001877939

       Dear Mr. Fuller:

             We have reviewed your amended draft registration 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 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 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted
August 11, 2022

       Cover Page

   1.                                                   We reissue our prior
comment 1 in part. Please consolidate all of the disclosure required
                                                        by Item 501 of
Regulation S-K on one page. Refer to Item 501(b) of Regulation S-K. In
                                                        this regard, it appears
your cover page disclosure spans three pages. Make conforming
                                                        updates in your selling
stockholder prospectus as well.
       Prospectus Summary, page 5

   2.                                                   We note your revised
disclosure in response to our prior comment 13. Please make
                                                        conforming updates in
your prospectus summary.
 Mark Fuller
Castellum, Inc.
August 22, 2022
Page 2
Risk Factors
Inflation may cause the Fed to increase interest rates thereby increasing our
interest expense,
page 23

3.       Please expand your discussion of interest rates to specifically
identify the impact of rate
         increase on your operations and how your business has been affected.
For example, we
         note your disclosure that "actions by the Fed to increase the federal
funds rate will
         increase our cost of debt and our interest expense thereby reducing
our pre-tax income and
         net income." Please describe whether your borrowing costs have
recently increased or are
         expected to increase and your ability to pass along your increased
costs to your customers.
         Also consider describing whether increased borrowing costs have
impacted your ability to
         make timely payments.
Management's Discussion & Analysis, page 41

4.       We note your risk factor discussion of interest rates. Please expand
your discussion to
         describe their impact on your financial condition, including your
balance sheet. For
         example, given rising rates, describe any resulting impacts on your
long-term debt, or
         accrued expense balances. Expand your disclosure to describe how you
are funding these
         additional costs. Please also expand your disclosure to specifically
address the impact on
         liquidity resulting from your variable-rate debt outstanding, if
material.
Business, page 60

5.       We note your response to our prior comment 15, but we are unable to
locate the revised
         disclosure. Please describe the general terms of your teaming partner
arrangements in this
         section.
Principal Stockholders, page 85

6.       Please revise this section to identify the table as the Principal and
Selling Stockholders
         table. In this regard, it appears that you intend to identify all
selling stockholders in the
         Principal Stockholder table. Please also provide disclosure of any
material relationship
         each selling security holder has had with the company and its
affiliates during the prior
         three years. Refer to Item 507 of Regulation S-K.
Underwriting
Underwriting Discount, page 95

7.     We note your disclosure in the Explanatory Note that certain selling
stockholder shares
FirstName LastNameMark Fuller
       will be purchased by the underwriter at the IPO price. Please revise the
table in this
Comapany    NameCastellum,
       section  to include the Inc.
                               amount of discounts and commissions to be paid
to the underwriter
Augustby22,these
             2022selling
                   Page 2shareholders. Refer to Item 508(e) of Regulation S-K.
FirstName LastName
 Mark Fuller
FirstName
Castellum, LastNameMark  Fuller
            Inc.
Comapany
August  22, NameCastellum,
            2022           Inc.
August
Page 3 22, 2022 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 10: Stockholders' Equity (Deficit), page F-45

8.       Please revise to include a description of the method used to estimate
the fair value of
         share-based payment arrangements, a description of the significant
assumptions used to
         estimate the fair value and the weighted-average grant-date fair value
of equity
         instruments or explain why such disclosure is not required. Please
refer to ASC 718-10-
         50.
Security Holder Prospectus

9.       We note your response to comment 19. Please also revise your selling
stockholder table
         on alternate page 6 to identify the natural person(s) that hold voting
and/or dispositive
         power over the shares held by Crom Cortana Fund, LLC.
Common Stock Registered For Distribution, page A-5

10.      Please indicate the nature of any position, office, or other material
relationship which the
         selling security holder has had within the past three years with the
registrant or any of its
         predecessors or affiliates. In this regard, it appears you have
inadvertently designated all
         selling stockholders as Named Executive Officers and Directors. Refer
to Item 507 of
         Regulation S-K.
General

11.      We note your revised disclosure in response to comment 6 that "the
federal district courts
         of the United States of America shall be the exclusive forum for the
resolution of any
         complaint asserting a cause of action arising under the Securities Act
or the Exchange
         Act." Please revise your Amended and Restated Articles of
Incorporation to ensure that
         the exclusive forum provision in the governing documents states this
clearly.
12.      We note the use of a public offering prospectus and a security holder
prospectus. Revise
         the public offering prospectus to prominently disclose on the cover
page and in the
         summary the resale offering related to the security holder prospectus.
Please also update
         your security holder prospectus to discuss the lock up agreements in
the context
         of the resale offering. In this regard, we note your disclosure on
page 97 of the public
         offering prospectus that "our director and officers . . . shall enter
into customary "lock-up"
         agreements." Finally, we note the security holder prospectus includes
a reference to the
         underwriters. Please revise.
 Mark Fuller
FirstName
Castellum, LastNameMark  Fuller
            Inc.
Comapany
August  22, NameCastellum,
            2022           Inc.
August
Page 4 22, 2022 Page 4
FirstName LastName
       You may contact Scott Stringer at 202-551-3272 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Jennifer Lopez Molina at 202-551-3792
with any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      Steven Lipstein, Esq.