SecProbe.io

July 11, 2024
Bhaskar Ragula
Chief Executive Officer
FatPipe, Inc.
392 East Winchester Street, Fifth Floor
Salt Lake City, UT 84107
Re:FatPipe, Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted June 24, 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
April 18, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1
Non-GAAP Financial Measures, page 35
1.We note that you present adjusted EBITDA "% margin" without disclosing the most
directly comparable GAAP measure. Please revise to disclose net income (loss) margin
with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10(a) of the Non-GAAP C&DI's.
Executive Compensation, page 48
2.Please revise the executive compensation table to reflect the fiscal year ended March 31,
2024.  Refer to Item 402 of Regulation S-K.

July 11, 2024
Page 2
Executive Compensation, page 49
3.We note your reference to the two stock option grants to executive officers made on June
19, 2024. Please file the agreements governing these grants or explain why they do not
need to be filed. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
Note 1. Summary of Business and Significant Accounting Policies
(B) Significant Accounting Policies
Revenue Recognition, page F-7
4.You disclose on page 31 the majority of your revenue is recognized once the software
solution has been delivered or ownership has been transferred and your performance
obligations have been satisfied. Please clarify for us and revise to disclose, if true,
whether the software license revenue in your product arrangements is recognized at a
point-in-time upon initial delivery. Alternatively, explain further when revenue for the
software performance obligation is recognized and the specific accounting guidance
considered. Refer to ASC 606-10-50-17(a).
5.We note from your revised disclosures in response to prior comment 4 that the terms of
services referenced in your product revenue discussion vary from 36 to 60 months paid
monthly and are the same as the services provided under your Services Agreements,
which typically have a term of 12 months paid upfront. Please explain when customers
would enter into a 12-month service agreement considering the product arrangements
appear to include services that cover the entire 36 to 60 month term.
6.Please describe for us and revise to disclose each of the other performance obligations in
your product arrangements besides technical support services. In this regard, we note that
you also provide configuration, implementation, and training services. Refer to ASC 606-
10-50-12 and ASC 606-10-50-18.
7.We note from your revised disclosures to prior comment 5 you apply a cost-plus margin
approach to determine the standalone selling price (SSP) for technical support services.
Please tell us and revise to disclose the approach applied to determine SSP for each of the
other performance obligations in your arrangements (i.e. product, software,
implementation, training, etc.). Refer to ASC 606-10-50-20(c).
Remaining Performance Obligation (RPO), page F-8
8.Considering your contract terms can range up to five years, please tell us the periods over
which you expect to recognize the long-term remaining performance obligations and
explain how your current disclosures reflect the appropriate time bands for your
arrangements or revise as necessary. Refer to ASC 606-10-50-13(b).
Concentration of Risk, page F-11
9.We note you now refer to having two major distribution partners that account for a
significant percentage of your revenue. Please provide us with a breakdown of revenue for
each partner and revise to include a separate discussion of the percentage of revenue from
each partner for each period presented. Refer to ASC 275-10-50-18a.

July 11, 2024
Page 3
Note 2. Restatement of Previously Issued Financial Statements, page F-13
10.You disclose that the restatement resulted from changes in policy, which is indicative of
a change in accounting estimate. Please revise to disclose, if true, that the restatement
resulted from the correction of an error and revise to label your fiscal 2023 financial
statements as restated. Refer to ASC 250-10-50-7. To the extent this is a change in
estimate, explain further why you retrospectively revised previously issued financial
statements. Refer to ASC 250-10-45-17. In addition, please address the following as it
relates to your disclosures in Note 2:
•Remove the Consolidated Balance Sheet as of April 1, 2022. Alternatively, if the
intent is to show the impact of the restatement on opening retained earnings, revise to
include such impact on the retained earnings and total stockholders' equity as of April
1, 2023.
•Remove the table titled Consolidated Cash flow statement as of April 1, 2022 as this
statement is not presented in the filing.
•Revise the restatement adjustment to the Contracts receivable -Non-current line
item in the table titled Consolidated Balance Sheet as of March 31,
2023 to ($225,219).
•Relabel the table titled Consolidated Cash flow statement as of March 31, 2023 to
refer instead to the fiscal year ended March 31, 2023. Also, include the impact of the
restatement on net cash flows from operating activities.
•Include a restatement adjustment of $197,161 to the Total Operating Expense and
Income/(loss) from operations line items in the table titled Consolidated Statement of
Operations and Comprehensive Income for fiscal year ended March 31, 2023.
            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