November 8, 2024

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

        Re: FatPipe, Inc.
            Amendment No. 1 to Registration Statement on Form S-1
            Filed October 25, 2024
            File No. 333-280925
Dear Bhaskar Ragula:

     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 August 2,
2024 letter.

Amendment No. 1 to Registration Statement on Form S-1
Risks Related to Our Business and Financial Position
We rely heavily on our reselling partners and our ability to work with suitable
partners may
impact our growth plans, page 9

1.     We note your revised disclosures here and on page 45 in response to
prior comment 3.
       Please further revise to include the percentage of total revenue from
the distribution
       partner during the interim periods as disclosed on page F-10.
Non-GAAP Financial Measures, page 38

2.     Please revise to ensure your Adjusted EBITDA calculation for the year
ended March
       31, 2024 properly foots.
 November 8, 2024
Page 2

Condensed Consolidated Financial Statements for the six months ended September
30, 2024
and 2023 (Unaudited)
Consolidated Statements of Stockholders' Equity, page F-4

3.     Please revise to include a reconciliation of stockholders' equity for
the six months
       ended September 30, 2023. Refer to Rule 8-03(a)(5) of Regulation S-X.
4.     We note the September 30, 2024 balances for common stock and additional
paid-in
       capital reflect the issuance of 577,156 shares of common stock in
exchange for non-
       controlling interests in the Limited, as disclosed on page F-7. Please
revise to include
       a line-item for this transaction in the Consolidated Statement of
Stockholders    Equity.
Notes to Interim Condensed Consolidated Financial Statements
Note 1. Summary of Business and Significant Accounting Policies
Revenue Recognition, page F-7

5.     We note your revised disclosures in response to prior comment 5. Please
further revise
       to disclose your remaining performance obligations as of September 30,
2024.
Audited Consolidated Financial Statements for the Years Ended March 31, 2024
and 2023
Notes to Consolidated Financial Statements
Note 1(B) Summary of Significant Accounting Policies, Revenue Recognition, page
F-17

6.     We note your response to prior comment 4. Please describe in further
detail the
       services provided for implementation into customer networks,
configuration of the
       software and training the customer on use of the software. Tell us when
or why you
       would need to provide each of these services after the software has been
delivered and
       how often configuration and implementation services have been performed
for
       customers after delivery such that revenue is recognized over the term
of the contract.
       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 Wilson 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