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CORRESP
1
filename1.htm

December
6, 2024

 VIA
 EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:

    Mr.
    Charli Wilson/Mr. Matthew Derby

    Re:
    FatPipe,
    Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1 Filed November 14, 2024

    File
    No. 333-280925

Dear
Mr. Wilson and Mr. Derby:

On
behalf of FatPipe, Inc. (the “Company,” “we,” “us,” or “our”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter dated December 2, 2024, with respect to the Company’s Amendment No.
2 to the Registration Statement on Form S-1 (the “Form S-1/A”) submitted to the SEC on November 14, 2024..

For
your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses.
Please note that all references to page numbers in the responses are references to the page numbers in the Amendment No. 3 to the Form
S-1 (the “Amendment”) submitted concurrently with the submission of this letter in response to the Staff’s comments.

Amendment
No. 2 to Registration Statement on Form S-1

Capitalization,
page 29

1.
Revise to include Capitalization and Dilution information as of the most recent balance sheet included in the filing.

Response:
In response to this comment, the Company respectfully advises the Staff that the Company has revised the Capitalization and Dilution
sections on page 29 and 30, respectively, to reflect the most recent balance sheet included in the filing (i.e., September 30,
2024).

Condensed
Consolidated Financial Statements at and for the Period Ended September 30,

2024
and 2023

Note
1(B) Significant Accounting Policies

Concentration
of Risk, page F-10

2.
Please revise to provide a breakdown of the percentage of revenue from each of your major partners similar to your disclosures
on page F-21. Similarly, revise your risk factor disclosure on page 9.

Response:
In response to this comment, the Company respectfully advises the Staff that the Company has provided a breakdown of the percentage of
revenue from each of our major partners on page F-10, as requested by the Staff. Additionally, the Company has revised the risk factor
on page 9.

Audited
Consolidated Financial Statements for the Years Ended March 31, 2024 and 2023

Note
1(B) Significant Accounting Policies

Revenue
recognition, page F-17

3.
You state in your response to prior comment 6 that implementation services include documenting customer requirements, configuring FatPipe
software, and shipping and installing the network server with the FatPipe software in the customer’s network. Please tell us whether
your upfront implementation services include significant customization to the FatPipe software, and if so, explain how. Further, tell
us your consideration to recognize revenue related to implementation services up-front either when implementation is complete as a separate
performance obligation or upon delivery of the customized software and equipment. In this regard, it is unclear how you determined that
the upfront implementation services are highly interdependent and inseparable from other configuration changes and training services
that may be provided during the term of the contract, if and when requested by your customers, as indicated in comment 4 to your October
25, 2024 response letter.

Response:
In response to this comment, the Company respectfully advises the Staff, that further the Company’s conversation with Mr. Edgar,
that while the Company provides customer specific configuration for network configurations, it does not customize
the software for each customer. Our revenue for support services is 6.97% of the contract value.  For a customer’s initial configuration, it will typically take between 1-2 hours. The initial
configuration consists of inputting customer specific networking data. Future support requests may involve customer network changes or
troubleshooting any network issues. Further, future support for the customer is not consistently predictable in terms of effort required
and is determined more on a case-to-case basis. Therefore, the Company conservatively spreads the revenue over the term of the contract
instead of recognizing part of the revenue upfront. Lastly, the revenue attributable to implementation services will be immaterial.

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