United States securities and exchange commission logo





                                September 27, 2022

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

                                                        Re: Castellum, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 2,
2022
                                                            File No. 333-267249

       Dear Mr. Fuller:

             We have reviewed your amended 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 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.

       Registration Statement on Form S-1 Filed September 2, 2022

       Capitalization, page 36

   1.                                                   Please explain why you
did not reflect the Reverse Stock Split on a pro forma as adjusted
                                                        basis or revise
accordingly.
       Dilution, page 37

   2.                                                   Please revise to
clarify, if true, that your as adjusted net tangible book value as of June 30,
                                                        2022 of $4,170,584
gives effect to other transactions in connection with the Offering, not
                                                        just the sale of common
stock.
 Mark Fuller
FirstName
Castellum, LastNameMark    Fuller
           Inc.
Comapany 27,
September  NameCastellum,
               2022         Inc.
September
Page 2     27, 2022 Page 2
FirstName LastName
Notes to Condensed Consolidated Financial Statements, June 30, 2022 and 2021
Note 6: Convertible Promissory Notes - Related Parties, page F-16

3.       Please explain the increase in the amount of the BCF discount
recorded, where in the
         financials the increase was recorded, and the applicable guidance in
ASC 470-20 that you
         applied.
General

4.       We note the revisions to your Amended and Restated Articles of
Incorporation filed as
         Exhibit 3.1 in response to comment 11. Please also revise your Amended
and Restated
         Bylaws filed as Exhibit 3.2 to ensure that the exclusive forum
provision in the governing
         documents clearly states whether the provision applies to federal
securities laws. In this
         regard, please ensure consistency with your disclosure on page 29.
       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 L  pez Molina at 202-551-3792
with any other
questions.



                                                              Sincerely,

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