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United States securities and exchange commission logo





                             January 26, 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
Draft Registration Statement on Form S-1
                                                            Submitted January
12, 2024
                                                            CIK No. 0001993400

       Dear Bhaskar Ragula:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              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 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 the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       November 6, 2023 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
January 12, 2024

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Overview, page 31

   1.                                                   We note from your
revised disclosures in response to prior comment 17 that you derive
                                                        over 95% of your
revenue from the U.S. market. However, you state here that you
                                                        "primarily" sell your
products in the U.S. and South Asia and you also attribute the change
                                                        in gross margins
primarily to the impact of sales in India and South Asia. Please explain
                                                        these apparent
inconsistencies and revise your disclosures as necessary both here and on
                                                        page F-18.
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany
January 26,NameFatPipe,
            2024        Inc.
January
Page 2 26, 2024 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of Fiscal Year Ended March 31, 2022 and 2023, page 33

2.       We note your updated disclosure that "new software license contracts .
. . resulted in
         increased market acceptance and increased material change in revenue."
Please describe
         the material terms of these contracts, including any termination
provisions, and file them
         as exhibits, or explain why they do not need to be filed. Refer to
Item 601(b)(10) of
         Regulation S-K.
Result of Operations, page 33

3.       As previously requested, please revise to include a discussion of the
factors that
         contributed to a material change in each of the non-operating income
(expense) line items
         in your statement of operations. In this regard, your results of
operations discussion
         appears to only address operating income and expenses. Refer to Item
303(b)(2)(i) of
         Regulation S-K.
4.       We note your revised disclosures in response to prior comment 8.
Please explain why you
         have not included an adjustment for interest income in your measure of
adjusted EBITDA
         or revise as necessary. Also, we note you adjust for one-time income
related to the
         forgiveness of your PPL loan. Please provide us with a breakdown of
total other income
         for each period presented and your consideration to include such
amounts in this non-
         GAAP measure.
Note 1: Summary of Business and Significant Accounting Policies
(B) Summary of Significant Accounting Polices
Revenue Recognition, page F-8

5.       Based on the revised disclosures in response to prior comment 15, it
appears that your
         arrangements include both a term license, which is recognized up-front
upon transfer of
         control, and services that are recognized over the term of the
arrangement. Please explain
         further what is meant by "revenue is recognized upon dispatch or
identification to the
         customer." Tell us whether your customers take possession or have the
ability to take
         possession of the software and how you considered the guidance in ASC
606-10-55-54 in
         accounting for the license. In addition, describe the hosting services
you provide and how
         you account for such services. In this regard, we note your reference
to hosting services in
         your response to prior comment 4.
6.       Please provide the disclosures required by ASC 606-10-50-8 through 10
for your contract
         assets. In this regard, we note that you provided a header "(c)
Contract assets," with no
         disclosures. In addition, address the following in your response as it
relates to both your
         contract assets and contract liabilities, and revise your disclosures
as necessary:
             Explain further what is included in the contract receivable and
tell us what is meant
              by your disclosure on page F-9 where you state contract
receivable represents the
              amount due for "that balance of the contract." In this regard,
clarify whether this
 Bhaskar Ragula
FatPipe, Inc.
January 26, 2024
Page 3
              includes the entire contract value or just the portion of the
contract related to the
              upfront transfer of control related to the software license.
                To the extent your contract asset includes unbilled receivables
for services already
              performed, ensure that your disclosures indicate as such in
quantified terms.
                Explain what is meant by your disclosure on page 31 where you
state that the contract
              receivable is "amortized monthly as contractual payments are
received," and how this
              coincides with the fact that you bill customers monthly with
payment terms of 30-90
              days.
                Clarify at what point your contract receivable becomes an
account receivable.
                To the extent your contract receivable includes amounts for the
contract value related
              to the service performance obligation, explain why all amounts
are included in
              current liabilities when your contract terms are typically 36-60
months as you state on
              page 31. Also, clarify your reference to "annual service
agreements" on page F-9.
                Explain why your remaining performance obligations is comprised
mainly of
              "current" deferred revenue given your typical contract terms are
greater than one
              year.
7.       Also, as previously requested, please revise to 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). In addition,
describe the terms of
         any significant financing component. In this regard, we note your
reference to imputed
         interest charges.
(d) Disaggregate revenue, page F-10

8.       Please explain the purpose of the disclosures presented prior to the
table here or revise to
         remove such disclosures.
Other Notes, page F-16

9.       Please revise to include a discussion of any material events
subsequent to the most recent
         balance sheet. Include the date through which subsequent events have
been evaluated and
         whether that is the date the financial statements were issued or
available to be issued. For
         example, the share information provided on page 3 differs from the
number of shares
         outstanding as of March 31, 2023, such that it appears you issued
additional shares
         subsequent to the most recent balance sheet date. Refer to ASC
855-10-50-1 and 50-2.
Concentrations, page F-18

10.    We note your revised disclosures on pages 9 and 42 in response to prior
comment 18.
FirstName LastNameBhaskar Ragula
       Please also revise your disclosures here to include the amount of
revenue derived from the
Comapany    NameFatPipe,
       significant channel Inc.
                           partner for each period presented. Refer to ASC
280-10-50-42 and
January275-10-50-16
         26, 2024 Pagethrough
                        3     50-18.
FirstName LastName
 Bhaskar Ragula
FirstName  LastNameBhaskar Ragula
FatPipe, Inc.
Comapany
January 26,NameFatPipe,
            2024        Inc.
January
Page 4 26, 2024 Page 4
FirstName LastName
       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
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