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                                                            August 2, 2024

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

        Re: FatPipe, Inc.
            Registration Statement on Form S-1
            Submitted July 19, 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 July 11, 2024 letter.

Registration Statement on Form S-1 filed July 19, 2024
The Offering, page 3

1.     You disclose that there are 13,017,484 shares of common stock
outstanding as of July 18,
       2024. Please reconcile this to the 12,449,308 shares outstanding as of
March 31, 2024. To
       the extent you issued shares after the balance sheet date, revise to
disclose such issuances
       in the subsequent events footnote. Refer to ASC 855-10-50-2.
 August 2, 2024
Page 2
2.     We note that on July 16, 2024, you issued 250,000 restricted stock units
(RSUs) each
       to both the company's CEO and President. Please tell us, and revise to
clarify, the vesting
       terms for the RSUs. In this regard, explain whether Messrs. Bhaskar and
Datta will each
       receive 125,000 fully vested RSUs upon completion of the offering and
another 125,000
       fully vested RSUs once the share price exceeds 10% of the initial public
offering price, or
       explain the vesting terms for each. To the extent the 250,000 RSUs that
will be issued
       upon the offering are fully vested RSUs, revise to address the
following:
           Discuss the impact of the RSU shares on the number of shares
outstanding after the
           offering.
           Include a presentation of pro forma earnings per share in the
forepart of the filing
           reflecting the impact of the vesting of 250,000 RSUs and the cash
bonus that will be
           paid upon the offering, along with a reconciliation of the numerator
and denominator.
           Refer to Rule11-01(a)(8) of Regulation S-X.
           Disclose the impact of these awards on Capitalization and Dilution
as well as Use of
           Proceeds to the extent that the cash bonus will be paid out of the
proceeds from the
           offering.
           Include a discussion of the RSU grants and cash bonus, including the
estimated future
           financial impact, in the subsequent events footnote to your
consolidated financial
           statements. In your response, provide us with the fair value of
common stock used to
           value the RSU grants.
Risk Factors
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

3.     Please revise this risk factor to clarify that one single distribution
partner accounted for
       45.09% and 43.59% of your total revenue in fiscal 2024 and 2023,
respectively. Similar
       revisions should be made to your disclosures on page 42.
Notes to Consolidated Financial Statements
Note 1(B). Significant Accounting Policies
Revenue Recognition, page F-7

4.     We note your response to prior comments 6 and 7. Please explain further
how you
       determined that configuration, implementation, and training services are
one performance
       obligation and specifically address how you considered the guidance in
ASC 606-10-25-
       21. In your response, tell us when each of these services are performed
and how you
       determined that each of these services should be recognized over the
term of the contract.
Remaining Performance Obligation (RPO), page F-8

5.     We note your revised disclosures in response to prior comment 8 where
you indicate that
       the short-term RPO will be recognized over the next 12 months while the
long-term RPO
       will be recognized over 36-60 months. Tell us why none of your remaining
RPOs will be
       recognized in the next 24 months. In addition, please provide us with a
breakdown by
       year of when you expect to recognize the remaining long term RPOs.
Lastly, tell us how
       your current disclosures reflect the appropriate time bands for your
arrangements, or
       revise as necessary. Refer to ASC 606-10-50-13.
 August 2, 2024
Page 3

Note 2. Restatement of Previously Issued Financial Statements, page F-13

6.     We note your revised disclosures in response to prior comment 10. As
previously
       requested, please revise to label your fiscal 2023 financial statements
as restated. In
       addition, address the following as it relates to your disclosures in
Note 2:
           Explain why the amounts in the "as previously reported" column for
revenue, gross
           profit and income/loss from operations in the table titled
Consolidated Statement of
           Operations and Comprehensive Income for Fiscal Year ended March 31,
2023, do not
           agree to the financial statements included in the April 4, 2024,
confidential
           submission, or revise as necessary.
           Revise to include the impact of the error on net income.
           Explain why the amounts included in the "as previously reported"
column for
           contracts receivable in the table titled Consolidated Cash flow
statement for the fiscal
           year ended March 31, 2023, do not agree to the financial statements
included in the
           April 4, 2024 confidential submission, or revise as necessary.
           Revise to include the impact of the restatement on net cash flows
from operating
           activities.

       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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