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                             November 9, 2020

       Alan Yu
       Chief Executive Officer
       Karat Packaging Inc.
       6185 Kimball Avenue
       Chino, CA 91708

                                                        Re: Karat Packaging
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
13, 2020
                                                            CIK 0001758021

       Dear Mr. Yu:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and
circumstances or do
       not believe that an amendment is appropriate, please tell us why in your
response.

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

       Draft Registration Statement on Form S-1 submitted October 13, 2020

       Summary Selected Consolidated Financial and Operating Data, page 13

   1.                                                   Please remove the
"audited" designation above the columns presenting data as of and for
                                                        the years ended
December 31, 2019 and 2018. You may revise the introductory
                                                        paragraph to explain
clearly that the information for the years ended December 31, 2019
                                                        and 2018 was derived
from your audited financial statements presented elsewhere in the
                                                        filing. The comment
also applies to the "Selected Consolidated Financial and Operating
                                                        Data" on page 39 and
tables presented in other sections of the filing.
   2.                                                   Revise the balance
sheet data to present amounts and captions that are consistent with the
                                                        balance sheets in your
financial statements. For example, the amounts you show for the
                                                        total stockholders'
equity line item here are shown as "Total Karat Packaging Inc.
 Alan Yu
FirstName LastNameAlan   Yu
Karat Packaging Inc.
Comapany 9,
November  NameKarat
             2020    Packaging Inc.
November
Page 2    9, 2020 Page 2
FirstName LastName
         stockholders' equity" in the balance sheet at page F-3 and should be
revised accordingly.
         Also, include a total stockholders' equity caption that is a sum of
the "Total Karat
         Packaging stockholders' equity" and the noncontrolling interest equity
amounts. The
         comment also applies to the "Selected Consolidated Financial and
Operating Data" on
         page 39.
3.       We note that you intend to use part of the net proceeds from the
offering for the
         repayment of existing indebtedness under your credit facility and
other indebtedness.
         Please provide pro forma earnings per share data for the latest fiscal
year and most recent
         interim period, giving impact to the number of common shares whose
proceeds will be
         used to repay debt, and include a footnote to the table that explains
why you are
         presenting the information and how the shares have been computed.
Refer to SAB Topic
         1.B.3. This comment also applies to "Selected Consolidated Financial
and Operating
         Data" on page 39.
Use of Proceeds, page 34

4.       If any material part of the proceeds is to be used to discharge
indebtedness, state the
         interest rate and maturity of the indebtedness. If the indebtedness to
be discharged was
         incurred within one year, describe the use of proceeds of the
indebtedness other than short
         term borrowings used for working capital. See Item 4 of Form S-1, Item
504 of
         Regulation S-K, and Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 37

5.       Please revise the table to address the following items:

                Include a double underline under the cash and cash equivalents
amounts.
                Expand the debt section to include also line items for the
current portion of your long
              term debt as well as for the line of credit as shown on page
F-31.
                Expand the total stockholders' equity section to include the
treasury stock line item as
              shown on page F-31.
                Please recalculate your total capitalization amount.
Selected Consolidated Financial and Operating Data, page 39

6.       Refer to the tables on pages 41 and 42 that summarize the
consolidation of your VIE,
         Global Wells, and please address the following items:

                Revise the EBITDA caption to read Adjusted EBITDA, and cross
reference the
              caption to a footnote similar to footnote (1) on page 40 that
discusses this non-GAAP
              measure.
                Tell us where the $2.4 million gain on the sale of assets
recognized by the VIE in the
              year ended December 31, 2019 is reflected in the column showing
the results of
              operations for Global Wells.
                If the gain is reflected as "other income (expense)" in the
Karat Packaging column,
 Alan Yu
FirstName LastNameAlan   Yu
Karat Packaging Inc.
Comapany 9,
November  NameKarat
             2020    Packaging Inc.
November
Page 3    9, 2020 Page 3
FirstName LastName
              please tell us why, and explain why deducting the $2.4 million
gain from the results
              of Global Wells when calculating Adjusted EBITDA is consistent
with that
              presentation. Otherwise, revise to eliminate the inconsistency.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 44

7.       Refer to the tables summarizing your results of operations on pages 44
and 46 and address
         the following items:

                Revise to present separately the Adjusted EBITDA amounts as
Other Data in order to
              distinguish the non-GAAP measures from the GAAP amounts
represented.
                Consistent with the data presented, revise the first sentence
of the Adjusted EBITDA
              discussion on page 45 to disclose correctly that Adjusted EBITDA
for the six
              months ended June 30, 2019 was $5.6 million and that the
comparative increase
              in the six months ended June 30, 2020 was $16.8 million rather
than $14.4 million.
                Similarly, on page 47, revise to disclose correctly that
Adjusted EBITDA for the year
              ended December 31, 2019 was $11.3 million rather than $13.7
million, and revise the
              computations of the changes from the comparative period, as
necessary.

Management, page 70

8.       Describe briefly the business experience of Ms. Ann T. Sabahat during
the past five
         years. See Item 11(k) of Form S-1 and Item 401(e)(1) of Regulation
S-K.
Employment Agreements with Our Named Executive Officers, page 76

9.       Disclosure indicates that you intend to enter into employment
agreements with each of
         your named executive officers other than Mr. Peter Lee. File the
employment agreements
         as exhibits to the registration statement. See Item 16(a) of Form S-1
and Item 601(b)(10)
         of Regulation S-K.
Certain Relationships and Related Party Transactions
Lollicup Franchising, page 80

10.      You disclose here that you acquired all of the membership interests
held by Messrs. Alan
         Yu and Marvin Cheng in this entity for $900,000 and that Lollicup
Franchising has now
         been merged with and into Lollicup USA and is no longer a VIE. In Note
16, Subsequent
         Events on page F-56, you disclose that you acquired all of the
membership interests in the
         entity for $900,000. As we note from the "Common Stock Private
Placement" discussion
         on page 80 that SunTop Holdings also owned an interest in Lollicup
Franchising and that
         Messrs. Yu and Cheng each owned a 20% interest, please revise to
clarify whether you
         also acquired the membership interests held by SunTop Holdings and any
other holders,
         and disclose the amount paid for these interests. Disclose the
percentage of any
         noncontrolling interests. Please revise all sections of the filing to
provide clear and
 Alan Yu
FirstName LastNameAlan   Yu
Karat Packaging Inc.
Comapany 9,
November  NameKarat
             2020    Packaging Inc.
November
Page 4    9, 2020 Page 4
FirstName LastName
         consistent disclosure of the transaction.
11.      Explain to us your basis in GAAP for concluding that while you held a
variable interest in
         Lollicup Franchising, you were not the primary beneficiary and you
were not required
         to consolidate the entity before the September 1, 2020 transaction.
Please cite the
         accounting guidance on which you based your conclusion.
Audited Financial Statements for the Year Ended December 31, 2019
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-12

12.      Please revise to clarify the date on which you adopted ASC 606, which
you disclose here
         as December 31, 2019 but which the disclosures on page F-40 appear to
indicate is
         January 1, 2019. In addition, tell us how you have complied with the
requirements of
         ASC 606-10-55-89 through 91 relating to the disclosure of
disaggregated revenues by
         customer type (distributors, national chains, retail, and online or
e-commerce) and by net
         sales mix (i.e., distribution and manufacturing) for each period
presented. We note that
         you provide revenue by customer type in the June 30, 2020 interim
financial statements.
Note 7. Long-Term Debt, page F-20

13.      We note disclosure on page F-23 that you were not in compliance with
certain financial
         covenants as of December 31, 2019 and received a waiver from the
financial institution.
         Please expand the disclosure to specify which loans within the table
did not meet their
         financial covenants for which a waiver was received. Explain the
significant terms
         or remedy of the waivers as we note from disclosure on page F-51 that
you were in
         compliance with the financial covenants for all long term debt
outstanding at June 30,
         2020.
Exhibit 3.2
Article Nine, Section 9.03, Forum Selection, page 14

14.      Ensure that the exclusive forum provision in your bylaws states
clearly that the provision
         does not apply to actions arising under the Securities Act or the
Exchange Act, or tell us
         how you will inform investors in future filings that the provision
does not apply to actions
         arising under the Securities Act or the Exchange Act. In that regard,
we note your
         disclosure on pages 30 and 83.
        You may contact Beverly A. Singleton, Staff Accountant, at (202)
551-3328 or Martin
James, Senior Advisor, at (202) 551-3671if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with
any other
questions.
 Alan Yu
Karat Packaging Inc.
November 9, 2020
Page 5
                                     Sincerely,
FirstName LastNameAlan Yu
                                     Division of Corporation Finance
Comapany NameKarat Packaging Inc.
                                     Office of Manufacturing
November 9, 2020 Page 5
cc:       Christina C. Russo, Esq.
FirstName LastName