United States securities and exchange commission logo





                             November 6, 2023

       Bhaskar Ragula
       Chief Executive Officer
       FatPipe, Inc.
       392 East Winchester Street, Fifth Floor
       Salt Lake City, UT 84107

                                                        Re: FatPipe, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
10, 2023
                                                            CIK No. 0001993400

       Dear Bhaskar Ragula:

                                                        We have reviewed your
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.

       Draft Registration Statement on Form S-1 Submitted October 10, 2023

       Industry and Market Data, page ii

   1.                                                   Please disclose whether
any of the data sources and reports provided were commissioned
                                                        by the company.
       Prospectus Summary
       Our Solution, page 1

   2.                                                   You indicate that each
of your core offerings can be individually licensed to create a
                                                        tailored customer
experience. Please clarify if all of your technologies are available for
                                                        commercial sale and
provide an update on the status of any pipeline product development.
                                                        Also disclose what
percentage of revenue each product (SD-WAN, SAS, and NMS) has
                                                        contributed to total
revenue for the reporting period.
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany 6,
November   NameFatPipe,
              2023        Inc.
November
Page 2     6, 2023 Page 2
FirstName LastName
Risks Related to Ownership of Our Common Stock
As a public company, we will be subject to compliance initiatives that will
require substantial
time from our management..., page 24

3.       We note that during the course of the audit for the March 31, 2022
financial statements,
         your auditors identified errors that impacted the company's financial
statements for the
         year ended March 31, 2021. Please tell us whether such errors also
impacted the fiscal
         2022 financial statements. Also, tell us whether the company
remediated any control
         issues during the last two fiscal years. If so, revise to include a
discussion here of such
         efforts to add context to your statement that internal controls over
financial reporting were
         effective as of March 31, 2023.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations, page 31

4.       You state here that cost of revenue includes "all" costs associated
with network server
         components, however, you also state that cost of revenue primarily
includes the cost of
         network server hardware. Please revise to clarify the type of costs
that are associated with
         your network servers. Also, tell us whether cost of revenue includes
any costs associated
         with providing services to your customers and if not, why.
Results of Operations, page 32

5.       Please enhance your    Results of Operations    disclosures to
describe the underlying
         reasons for material changes in quantitative and qualitative terms.
For example,
            Income/(loss) from operations    for the reporting period increased
significantly. Please
         provide the reasons underlying the material line-item changes. Refer
to Item 303(b) of
         Regulation S-K.
6.       Please describe any known trends or uncertainties that have had or
that are reasonably
         likely to have a material favorable impact on net sales, revenues, or
income from
         continuing operations. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Comparison of Fiscal Years Ended March 31, 2022 and 2023, page 33

7.       Please clarify if the increase in revenue for the period is
attributable to increased volume
         or positive pricing. Refer to Item 303(b)(2) of Regulation S-K.
Non-GAAP Measures, page 35

8.       Please address the following as it relates to your non-GAAP measure of
EBITDA:
             Revise to reconcile such measure to GAAP net income as presented
in the statements
             of operations.
             Ensure your measure of EBITDA only includes adjustments for
interest expense,
             income taxes and depreciation & amortization. To the extent you
wish
             to include adjust for other items, such as non-operating gains and
losses, revise the
 Bhaskar Ragula
FatPipe, Inc.
November 6, 2023
Page 3
             title of such measure to distinguish it from EBITDA, ("Adjusted
EBITDA)."
               Explain further your adjustment for "one-time income: Debt
forgiveness" and what
             appears to be an offsetting adjustment for "other income," which
based on your
             disclosure on page F-19 includes gain on debt forgiveness, or
revise as necessary. In
             your response, provide us with a breakdown of the items included
in "other income"
             for each period presented and include a discussion of such amounts
in your results of
             operations.
         Refer to Item 10(e) of Regulation S-K and Questions 103.01 and 103.02
of the non-GAAP
         C&DIs.
Implications of being an Emerging Growth Company, page 37

9.       You state that you have elected to take advantage of the extended
transition period for
         complying with new or revised accounting standards. Please revise to
state that as a result
         of this election, your financial statements may not be comparable to
companies that
         comply with public company effective dates.
Business
Overview, page 38

10.      Please provide more information on your planned expansion throughout
North America
         and Southeast Asia. Provide timelines for any new product development
or enhancement
         of existing products in these new markets, if planned. Refer to Item
101(h)(4)(iii) of
         Regulation S-K for guidance.
Software Development (research and development), page 43

11.      We note that you utilize artificial intelligence to enhance problem
solving capabilities of
         your support database and train your engineers. Please explain how you
define artificial
         intelligence in the context of your business and include appropriate
risk factor disclosure
         addressing the risks associated with your use of artificial
intelligence.
Dividend Policy, page 44

12.      Please file the Celtic Promissory Note as an exhibit or explain why it
does not need to be
         filed. Refer to Item 601 of Regulation S-K.
Management, page 45
FirstName LastNameBhaskar Ragula
13.    Please revise the management biographies of your executive officers and
chairman to
Comapany    NameFatPipe,
       include              Inc.of service for both present and past
occupations held during the past
                specific dates
       five 6,
November    years.
               2023Refer
                    Page to
                          3 Item 401(e) of Regulation S-K.
FirstName LastName
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany 6,
November   NameFatPipe,
              2023        Inc.
November
Page 4     6, 2023 Page 4
FirstName LastName
Executive Compensation
Summary Compensation Table, page 48

14.      Please revise your Summary Compensation Table to include the Principal
Financial
         Officer and any other covered persons pursuant to Item 402 of
Regulation S-K.
Note 1: Summary of Business and Significant Accounting Policies
(B) Significant Accounting Policies
Revenue Recognition, page F-9

15.      Significantly enhance your disclosures to address the following as it
relates to your
         revenue recognition policy:
             Include a description of the terms for a typical contract.
Describe the performance
             obligation(s) included in each of your arrangements, when such
obligations are
             satisfied and the timing of revenue recognition for each. Refer to
ASC 606-10-50-12.
             Describe the methods and assumptions used to determine the
standalone selling price
             for each of the performance obligations included in your
arrangements. Refer to ASC
             606-10-50-20(c).
             Disclose the typical payment terms for your arrangements and
describe any
             cancellation and/or refund provisions.
             Describe the terms of any significant financing component. In this
regard, we note
             your reference to imputed interest charges.
             Explain what is meant by revenue is recognized "upon dispatch or
identification to
             the customer," and clarify whether your customer takes possession
of the software or
             whether your subscription arrangements provide only access to the
software. Refer to
             ASC 606-10-55-54(a).
             For performance obligations that are recognized over time,
describe the method used
             to recognize revenue. Refer to ASC 606-10-50-18.
             Disclose the amount of remaining performance obligations as of the
end of the
             reporting period and an explanation of when you expect to
recognize such amounts in
             revenue, on a quantitative basis or by using qualitative
information. Refer to ASC
             606-10-50-13.
             Provide the disclosures required by ASC 606-10-50-8 through 10
with regard to your
             contract assets and contract liabilities.
16.      Please revise to disaggregate revenue into categories that depict how
the nature, amount,
         timing, and uncertainty of revenue is affected by economic factors.
For example, tell us
         your consideration to include a breakdown of revenue between products
and services,
         point-in-time vs over-time revenue recognition, geographic region,
etc. Refer to ASC 606-
         10-50-5 and ASC 606-10-55-89 through 91.
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany 6,
November   NameFatPipe,
              2023        Inc.
November
Page 5     6, 2023 Page 5
FirstName LastName
Concentrations, page F-18

17.      You state that you service customers in geographies around the world,
primarily in the
         U.S. and India. Please revise to disclose the amount of revenue
attributed to your country
         of domicile and all foreign countries in total. If revenues attributed
to an individual
         foreign country are material, such revenues shall be separately
disclosed. Refer to ASC
         280-10-50-41(a).
18.      We note that one channel partner accounted for approximately 43% of
your total revenue
         in fiscal 2023. Please tell us the amount of revenue recognized
through this channel
         partner in fiscal 2022. Also, tell us your consideration to disclose
information regarding
         the amount of revenue related to significant channel partners pursuant
to ASC 280-10-50-
         42 and 275-10-50-16 through 50-18.
Recent Sale of Unregistered Securities, page II-1

19.      Please revise to disclose all securities sold within the past three
years which were not
         registered under the Securities Act. In this regard, we note your
disclosure in the    Other
         Relationships    section that a private placement took place in 2022.
Please revise your
         disclosure to include this transaction as well as the sale of any
other unregistered
         securities that took place in the last three years. Refer to Item 701
of Regulation S-K.
Signatures, page II-4

20.      Please update your    Signatures    to include your Principal
Financial Officer and a majority
         of the members of your board of directors.
Exhibits

21.      Please refile your exhibits and financial statements in the proper
text-searchable format.
         Please refer to Section 5.2.3.6 of the EDGAR Filer Manual (Volume II)
and Item 301 of
         Regulation S-T.
General

22.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany 6,
November   NameFatPipe,
              2023        Inc.
November
Page 6     6, 2023 Page 6
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334
with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Bhaskar Ragula