SEC Comment Letter 0000000000-24-014044 to Fatpipe Inc/UT (FATN)
Fatpipe Inc/UT
Date: Dec. 19, 2024 · CIK: 0001993400 · Accession: 0000000000-24-014044
AI Filing Summary & Sentiment
File numbers found in text: 333-280925
Letter
December 19, 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 Registration Statement on Form S-1 Filed December 6, 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 December 2, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 filed December 6, 2024 Capitalization, page 29 1.Please address the following as it relates to your revised Capitalization table disclosures in response to prior comment 1: •Explain the inclusion of “Other Current Assets – includes CDs” in your capitalization table or revise to remove such line item. In this regard, generally only investments with original maturities of three months or less qualify as cash and cash equivalents. Refer to ASC 210-10-20. •Rename the caption “Total Liabilities” as the amount disclosed here does not represent your total liabilities.
December 19, 2024 Page 2 Audited Consolidated Financial Statements for the Years Ended March 31, 2024 and 2023 Note 1(B) Significant Accounting Policies Revenue recognition, page F-17 2.You state in your response to prior comment 3 that revenue for support services is 6.97% of the contract value and revenue attributable to implementation services will be immaterial. Please clarify what the 6.97% represents and how it relates to the service revenues recognized, which appear to range from approximately 15% -26% of total revenue during the periods presented. In addition, explain your basis for concluding that implementation services are immaterial and in your response, tell us the amount of revenue related to implementation services for each period presented. 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:Darrin Ocasio
Show Raw Text
December 19, 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 Registration Statement on Form S-1
Filed December 6, 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 December 2, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed December 6, 2024
Capitalization, page 29
1.Please address the following as it relates to your revised Capitalization table
disclosures in response to prior comment 1:
•Explain the inclusion of “Other Current Assets – includes CDs” in your
capitalization table or revise to remove such line item. In this regard, generally
only investments with original maturities of three months or less qualify as cash
and cash equivalents. Refer to ASC 210-10-20.
•Rename the caption “Total Liabilities” as the amount disclosed here does not
represent your total liabilities.
December 19, 2024
Page 2
Audited Consolidated Financial Statements for the Years Ended March 31, 2024 and 2023
Note 1(B) Significant Accounting Policies
Revenue recognition, page F-17
2.You state in your response to prior comment 3 that revenue for support services is
6.97% of the contract value and revenue attributable to implementation services will
be immaterial. Please clarify what the 6.97% represents and how it relates to the
service revenues recognized, which appear to range from approximately 15% -26% of
total revenue during the periods presented. In addition, explain your basis for
concluding that implementation services are immaterial and in your response, tell us
the amount of revenue related to implementation services for each period presented.
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:Darrin Ocasio