SecProbe.io

CORRESP
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    FatPipe
    Networks

     Headquarters

    392
    E Winchester Street

    Salt
    Lake City, Utah 84107

    Toll
    Free: 800-724-8521

    Fax:
    801-281-0317

    Local:
    801-281-3434

    www.fatpipeinc.com

November
14, 2024

VIA
EDGAR

Charli
Wilson and Matthew Derby

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    FatPipe,
    Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1 Filed October 25, 2024

    File
    No. 333-280925

Dear
Mr. Wilson and Mr. Derby:

On
behalf of FatPipe, Inc. (the “Company,” “we,” “us” or “our”), this letter responds to
comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) provided to us on November 8, 2024, regarding the Company’s Amendment No. 1 to the Registration
Statement on Form S-1 (the “Form S-1/A”) submitted to the Commission on October 25, 2024.

For
your convenience, the Staff’s comments are set forth below in bold, followed in each case by the Company’s responses. Unless
otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement. Please note that all references
to page numbers in the responses are references to the page numbers in Amendment No. 2 to the Form S-1 (the “Amendment”)
submitted concurrently with the submission of this letter in response to the Staff’s comments.

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.

Response:
In response to this comment, the Company respectfully advises the Staff that it has revised the disclosure on page 9 of the Amendment
to disclose the percentage of total revenue from the distribution partners during the interim periods, as requested by the Staff.

Non-GAAP
Financial Measures, page 38

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

Response:
In response to this comment, the Company respectfully advises the Staff that it has revised the Adjusted EBITDA calculation for the
fiscal year ended March 31, 2024, on page 38 of the Amendment, as requested by the Staff.

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.

Response:
In response to this comment, the Company respectfully advises the Staff that we have updated the Consolidated Statements of Stockholders’
Equity Table on page F-4, as requested by the Staff. The Company believes the updates to the Consolidated Statements of Stockholders’
Equity table is responsive to both comments 3 and 4.

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.

Response:
In response to this comment, the Company respectfully advises the Staff we have updated the Consolidated Statements of Stockholders’
Equity table on page F-4, as requested by the Staff. The Company believes the updates to the Consolidated Statements of Stockholders’
Equity table is responsive to both comments 3 and 4.

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.

Response:
In response to this comment, the Company respectfully advises the Staff that we have updated the disclosure on page F-8, to disclose
our remaining performance obligations as of September 30, 2024, as requested by the Staff.

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.

Response:
In response to this comment, the Company respectfully advises the Staff that upon receiving the executed customer contracts, the
Company provides implementation services to its customers to configure their FatPipe software and ensure the product is correctly
installed in the customer’s network. Implementation services include documenting customer requirements, configuring FatPipe software,
shipping the network server with the FatPipe software to the customer, and installing the network server with the FatPipe software in
the customer network. From time-to-time, at no regular interval, customers may ask us to provide support for configuration changes in
the FatPipe software, if their network design changes. Customers may also request that we provide training services for their staff when
they have a change in their personnel. If and when requested by our customers during the term of the contract, we provide all these services
at no additional cost. However, the Company cannot predict when or how these services may be requested, or if these services are requested
at all. Therefore, for the above reasons, we recognize revenue over the term of the contract.

We
appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly
as possible. If you wish to contact us directly you can reach me at 801-560-2003 or Darrin Ocasio of Sichenzia Ross Ference Carmel LLP
at 917-848-6325.

    Sincerely,

    FatPipe,
    Inc.

    By:
    /s/
    Bhaskar Ragula

    Chief
    Executive Officer

    cc:
    Darrin
    Ocasio, Esq.

Sichenzia
Ross Ference Carmel LLP