SecProbe.io

CORRESP
 1
 filename1.htm

 Healthcare Triangle, Inc.

 7901 Stoneridge Drive, Suite 220

 Pleasanton, CA 94588

 November 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Ms. Jan Wu

 Re: Healthcare Triangle, Inc. Request for Acceleration

 Registration
Statement on Form S-3

 File No. 333-276382

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), Healthcare Triangle, Inc., a Delaware corporation (the "Company"),
respectfully requests that the effective date of its registration statement on Form S-3 (File No. 333-276382) (the "Registration
Statement"), be accelerated so that it will become effective at 9:00 a.m., Eastern Time, on Monday, November 24, 2025, or as soon
thereafter as possible.

 Once the Registration Statement is effective,
please confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Jeffrey P. Wofford, Esq. at (646) 876-0618.

 If you have any questions regarding this request,
please contact Jeffrey P. Wofford, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 876-0618.

 Very truly yours,

 By:
 /s/ David Ayanoglou

 Name:
 David Ayanoglou

 Title:
 Chief Financial Officer

 cc: Jeffrey P. Wofford, Esq., Sichenzia Ross Ference
Carmel LLP

CORRESP
 1
 filename1.htm

 Healthcare Triangle, Inc.

 7901 Stoneridge Drive, Suite 220

 Pleasanton, CA 94588

 May 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Aliya Ishmukhamedova / Matthew Crispino

 Re: Healthcare Triangle, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-286331

 Ladies and Gentlemen:

 Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), Healthcare Triangle,
Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred to above
(the " Registration Statement ") be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Wednesday,
May 14, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of its
responsibilities under the Act.

 Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Jeffrey P. Wofford, Esq. at (646) 876-0618.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Jeffrey P. Wofford, Esq.
by or email at jwofford@srfc.law, or rcarmel@srfc.law.

 If you have any questions regarding
this request, please contact Jeffrey P. Wofford, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 876-0618.

 Very Truly Yours,

 By:
 /s/ David Ayanoglou

 Name:
 David Ayanoglou

 Title:
 Chief Financial Officer

 cc: Jeffrey P. Wofford, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 Healthcare
Triangle, Inc.

 7901
Stoneridge Drive, Suite 220

 Pleasanton,
CA 94588

 May
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention :
 Aliya Ishmukhamedova / Matthew Crispino

 Re:
 Healthcare Triangle, Inc.

 Registration
Statement on Form S-1, as amended

 File
No. 333-286331

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on May 13, 2025, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Thursday, May 15, 2025, at 9:00 a.m., Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

 Very Truly Yours,

 By:
 /s/ David
 Ayanoglou

 Name:
 David Ayanoglou

 Title:
 Chief Financial Officer

 cc:
Jeffrey P. Wofford, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 Healthcare Triangle, Inc.

 7901 Stoneridge Drive, Suite 220
 Pleasanton, CA 94588

 May 13, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Aliya Ishmukhamedova / Matthew Crispino

 Re: Healthcare Triangle, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333-286331

 Ladies and Gentlemen:

 Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the " Act "), Healthcare
Triangle, Inc. (the " Company ") respectfully requests that the effective date of the registration statement referred
to above (the " Registration Statement ") be accelerated so that it will become effective at 9:00 a.m., Eastern Time,
on Thursday, May 15, 2025, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is
aware of its responsibilities under the Act.

 Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Jeffrey P. Wofford, Esq. at (646) 876-0618.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Jeffrey P. Wofford, Esq.
by or email at jwofford@srfc.law, or rcarmel@srfc.law.

 If you have any questions regarding
this request, please contact Jeffrey P. Wofford, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 876-0618.

 Very Truly Yours,

 By:
 /s/ David Ayanoglou

 Name:
 David Ayanoglou

 Title:
 Chief Financial Officer

 cc: Jeffrey P. Wofford, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 May 8, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F. Street, NE

 Washington, D.C. 20549

 Attention:
 Aliya Ishmukhamedova / Matthew Crispino

 Re:
 Healthcare Triangle, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Originally Submitted on April 1, 2025
File No. 333-286331

 Ladies and Gentlemen:

 On behalf of Healthcare Triangle,
Inc. (the " Company "), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the " Securities
Act "), and the rules and regulations promulgated thereunder, we are submitting with the Securities and Exchange Commission (the
" Commission "), via EDGAR, Amendment No. 2 to the Registration Statement on Form S-1 (the " Amended Registration
Statement "), which reflects revisions to Amendment No.1 to the above-referenced Registration Statement filed with the Commission
on April 22, 2025 (the "Prior Amendment" and together with the Amended Registration Statement and the Registration Statement
originally filed on April 1, 2025, hereinafter referred to as the " Registration Statement "). The Registration Statement
has been revised in response to the comment letter addressed to the Company dated April 15, 2025, from the staff of the Commission (the
" Staff "), as well as certain other updated information.

 Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

 For reference purposes, the
comments contained in the Staff's letter dated May 5, 2025, are reproduced below in italics and the corresponding responses are
shown below the comments. All references to page numbers in the Company's responses are to the page numbers in the Registration
Statement.

 Form S-1/A filed April 22, 2025

 Risk Factors, page 5

 1.
 Staff Comment : We note that you have received a notice of delisting from Nasdaq due to failure to maintain a minimum bid price for your company's securities. Disclose whether the Securities Purchase Agreements were entered into to avoid delisting, and the risks that the offering may not result in the Company's securities remaining listed on the Nasdaq. We also note that at least one other company has recently attempted a similar offering including warrants with zero exercise price to maintain Nasdaq listing. The company has disclosed that Nasdaq has halted trading in the company's securities pending hearings to determine whether the offerings resulting in substantial dilution to shareholders are in the public interest and raise specific delisting concerns. See Item 3.01 Form 8-K filed by Damon, Inc. on April 30, 2025 (File No. 1-42190). Disclose any other actions contemplated by the Company following this offering, such as a reverse stock split, that could affect the holdings of shareholders.

 Company Response : On February
26, 2025 (two days prior to the closing of the Private Placement), the Company received a deficiency notice from Nasdaq, notifying the
Company that it was not in compliance with the minimum bid price rule. The Company has included disclosure on page 10 of the Amended Registration
Statement under "The Private Placement-Background" that one of the purposes of entering into the securities purchase agreement
was to regain compliance with the Nasdaq stockholders' equity rule. The Company has also included additional risk factors of the
risks that the offering may not result in the Company's securities remaining listed on Nasdaq. However, on page 10, under The Private
Placement-Background," the Company has disclosed that the Private Placement has in fact resulted in the Company regaining
compliance with Nasdaq's $2.5 million stockholders equity rule. A risk factor has been added that discloses the discretionary authority
Nasdaq has to make a delisting determination and suspend trading of its common stock if it determines that the issuance and exercise of
the zero exercise price warrants are not in the public interest and that Nasdaq has previously made this determination with respect to
a company that has issued zero exercise price warrants. However, there are a number of distinguishing factors between the events that
led Nasdaq to determine to delist and suspend trading the securities of Damon Inc. ("Damon") on one hand and the Company's
listing status with Nasdaq and the Private Placement by the Company on the other, which are as follows:

 (i) Damon is listed on the Nasdaq Global Market, which has more stringent continued listing requirements,
such as requirement that Damon maintain at least $15 million in market value of its publicly held shares (the "MVPHS Rule").
The Company is listed on the Nasdaq Capital Market and is not subject to the MVPHS Rule. This is important because at the time Damon received
its delisting determination notice and was informed that the trading its securities had been halted by Nasdaq, Damon had already received
a notice from Nasdaq that it was not in compliance with the MVPHS Rule and its stock price had fallen to a price below $0.01 per share.
In that situation, Nasdaq may have believed Damon would not be able to ever regain compliance with the MVPHS Rule. Damon's non-compliance
with the MVPHS Rule was not cured by its transaction and may have been exacerbated. The Company immediately regained compliance with the
minimum stockholders' equity rule as a result of the closing of the Private Placement.

 (ii) Prior to Damon's transaction (the day prior to the first filing
of their S-1 registration statement), the closing price of Damon's common stock was $0.1499 per share and $0.0373 per share on the
closing date of the transaction. The day prior to pricing of the Private Placement, the closing price of the Company's common stock
was $0.51 and $0.446 per share on the closing date of the Private Placement. Therefore, the Company is better able to sustain dilution
than Damon's common stock and a decline in its stock price due to the expected dilution from the issuance of the Series B Warrants
may not cause the level of concern that led Nasdaq to use its discretionary authority, in making a delisting determination and to halt
trading of Damon' common stock.

 (iii) Damon's stockholders did not consent to the exercise of its zero exercise price warrants. The majority
of the Company's stockholder's approved the exercise of the Series A Warrants and Series B Warrants. Without a majority of
the Company's stockholders approval, the Series A Warrants and Series B Warrants may not be exercised and thus Nasdaq should take
into consideration that dilution caused by the exercise of the Series A Warrants and Series B Warrants was previously known and consented
to by a majority of those who stand to bear the majority of any adverse economic consequences of the Private Placement.

 (iv) Finally, there may have been other contributing factors unknown to
the concerned Company that resulted in Nasdaq's actions against the de-listing of Damon's common stock. Currently, the Company
is in compliance with all of the Nasdaq continued listing requirements other than the minimum bid price, which the Company can cure with
a reverse stock split even if its stock trades at the exercise floor price of $0.084 per share.

 2

 The Company has disclosed on page 7 of
the Amended Registration Statement under "Risk Factors--It is likely that the Company will effect a reverse stock split which could
have adverse effects on the value and liquidity of our Common Stock" that it is likely that they will effect a reverse stock split,
and has also discussed and disclosed the potential adverse consequences of such a corporate action on the Company, and the Company's
Common Stock. However, a reverse stock split will likely have no effect on the exercise price of the Series B Warrants as the Company
is expected to effect the reverse stock split after all Series B Warrants have been exercised, which is likely to occur after the adjustment
period at a zero exercise price. If the exercise price of the Series A Warrants is reset to the floor price during the adjustment period
the Company's expected reverse stock split would not have any effect on the exercise price of the Series A Warrants, other than
the normal pro rata adjustments that are made to warrants in reverse stock splits.

 The Private Placement, page 8

 2.
 Staff Comment : Disclose the amount of proceeds raised in the Private Placement of the Units.

 Company Response : The disclosed
the amount of proceeds raised in the Private Placement on page 11 of the Amended Registration Statement as the last sentence under "The
Private Placement."

 * * * * *

 Please note that the Company has included certain
changes in the Amended Registration Statement other than those in response to the Staff's comments.

 Your prompt attention to the enclosed is greatly
appreciated. If you have any questions regarding this filing or the Company's responses, please do not hesitate to contact me at
(646) 876-0618.

 Very truly yours,

 /s/ Jeffrey P. Wofford, Esq.

 Jeffrey P. Wofford, Esq.

 Sichenzia Ross Ference Carmel LLP

 cc:
 David Ayanoglou, Healthcare Triangle, Inc.

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

David Ayanoglou
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588

 Re: Healthcare Triangle, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed April 22, 2025
 File No. 333-286331
Dear David Ayanoglou:

 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.

Form S-1/A filed April 22, 2025
Risk Factors, page 5

1. We note that you have received a notice of delisting from Nasdaq due to
failure to
 maintain a minimum bid price for your company's securities. Disclose
whether the
 Securities Purchase Agreements were entered into to avoid delisting, and
the risks that
 the offering may not result in the Company's securities remaining listed
on the
 Nasdaq. We also note that at least one other company has recently
attempted a similar
 offering including warrants with zero exercise price to maintain Nasdaq
listing. The
 company has disclosed that Nasdaq has halted trading in the company's
securities
 pending hearings to determine whether the offerings resulting in
substantial dilution to
 shareholders are in the public interest and raise specific delisting
concerns. See Item
 3.01 Form 8-K filed by Damon, Inc. on April 30, 2025 (File No. 1-42190).
Disclose
 any other actions contemplated by the Company following this offering,
such as a
 May 5, 2025
Page 2

 reverse stock split, that could affect the holdings of shareholders.
The Private Placement, page 8

2. Disclose the amount of proceeds raised in the Private Placement of the
Units.
 Please contact Aliya Ishmukhamedova at 202-551-7519 or Larry Spirgel at
202-551-
3815 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jeffrey Wofford, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April 22, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F. Street, NE

 Washington, D.C. 20549

 Attention: Aliya Ishmukhamedova / Matthew Crispino

 Re: Healthcare Triangle, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Submitted April 1, 2025
File No. 333-286331

 Ladies and Gentlemen:

 On behalf of Healthcare Triangle, Inc. (the " Company "),
and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the " Securities Act "), and the
rules and regulations promulgated thereunder, we are submitting with the Securities and Exchange Commission (the " Commission "),
via EDGAR, Amendment No. 1 to the Registration Statement on Form S-1 (the " Amended Registration Statement "), which
reflects revisions to the above-referenced Registration Statement submitted to the Commission on April 1, 2025 (and together with the
Amended Registration Statement, hereinafter referred to as the " Registration Statement "). The Registration Statement
has been revised in response to the comment letter addressed to the Company dated April 15, 2025, from the staff of the Commission (the
" Staff "), as well as certain other updated information.

 Capitalized terms used
but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

 For reference purposes, the comments contained in the Staff's letter
dated April 15, 2025, are reproduced below in italics and the corresponding responses are shown below the comments. All references to
page numbers in the Company's responses are to the page numbers in the Registration Statement.

 Registration Statement on Form S-1

 Cover page

 1. Staff Comment : We note your references in your prospectus to an "alternative
cashless exercise" of the Series B Warrants. The term "cashless exercise" is generally understood to allow a warrant holder
to exercise a warrant without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount
equal in value to the aggregate exercise price the holder would otherwise pay to exercise the warrants. In cashless exercises, it is expected
that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify your disclosure
throughout the prospectus by removing the references to "alternative cashless exercise" and exclusively using the term "zero
exercise price" or another appropriate term that conveys that, in addition to the company receiving no cash upon the "alternative
cashless exercise," the warrant holders would be entitled to receive more shares than they would under the cash exercise terms.

 Company Response : The Company acknowledges the Staff's comment and has made the
requested additional disclosure on the cover page and on pages 4, 7, 9, 10, 11 and 12 the Amended Registration Statement.

 U.S. Securities and Exchange Commission

 April 22, 2025

 Page 2

 2. Staff Comment : Please revise your cover page disclosure to highlight that the "alternative
cashless exercise" provision would allow a Series B warrant holder to receive 3 shares of common stock without having to make any
exercise payment, and provide a materially complete discussion of the impact of such exercise on existing shareholders. Explain that as
a result you do not expect to receive any cash proceeds from the exercise of the Series B warrants because, if true, it is highly unlikely
that a warrant holder would wish to pay an exercise price to receive one share when they could choose the alternative cashless exercise
option and pay no money to receive 3 shares.

 Company Response : The Company acknowledges the Staff's comment and has made the
requested additional disclosure on the cover page and on pages 4 and 9 of the Amended Registration Statement.

 Risk Factors, page 5

 3. Staff Comment : With reference to the disclosure on pages 8-9, please add a new risk
factor to address potential dilution from the reset provision that could adjust upward the number of common shares underlying the Series
B Warrants. The risk factor should disclose the maximum number of shares that may be issuable upon exercise of the warrants.

 Company Response : The Company has added the requested additional Risk Factor on page
5 of the Amended Registration Statement.

 * * * * *

 Please note that the Company has included certain changes in the Amended Registration
Statement other than those in response to the Staff's comments.

 Your prompt attention to the enclosed is greatly appreciated. If you have
any questions regarding this filing or the Company's responses, please do not hesitate to contact me at (646) 844-1492 or Ross Carmel
of our office at (646) 838-1310.

 Very truly yours,

 /s/ Jeffrey P. Wofford, Esq.

 Jeffrey P. Wofford, Esq.

 Sichenzia Ross Ference Carmel LLP

 cc: David Ayanoglou, Healthcare Triangle, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2025

David Ayanoglou
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588

 Re: Healthcare Triangle, Inc.
 Registration Statement on Form S-1
 Filed April 1, 2025
 File No. 333-286331
Dear David Ayanoglou:

 We have conducted a limited review of your 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.

Registration Statement on Form S-1
Cover page

1. We note your references in your prospectus to an "alternative cashless
exercise" of the
 Series B Warrants. The term "cashless exercise" is generally understood
to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 the aggregate exercise price the holder would otherwise pay to exercise
the warrants.
 In cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure throughout the prospectus by removing the references to
"alternative
 cashless exercise" and exclusively using the term "zero exercise price"
or another
 appropriate term that conveys that, in addition to the company receiving
no cash upon
 the "alternative cashless exercise," the warrant holders would be
entitled to receive
 April 15, 2025
Page 2

 more shares than they would under the cash exercise terms.
2. Please revise your cover page disclosure to highlight that the
alternative cashless
 exercise provision would allow a Series B warrant holder to receive 3
shares of
 common stock without having to make any exercise payment, and provide a
 materially complete discussion of the impact of such exercise on
existing
 shareholders. Explain that as a result you do not expect to receive any
cash proceeds
 from the exercise of the Series B warrants because, if true, it is
highly unlikely that a
 warrant holder would wish to pay an exercise price to receive one share
when they
 could choose the alternative cashless exercise option and pay no money
to receive 3
 shares.
Risk Factors, page 5

3. With reference to the disclosure on pages 8-9, please add a new risk
factor to address
 potential dilution from the reset provision that could adjust upward the
number of
 common shares underlying the Series B Warrants. The risk factor should
disclose the
 maximum number of shares that may be issuable upon exercise of the
warrants.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Crispino
at 202-
551-3456 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Jeffrey Wofford, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Healthcare Triangle, Inc.

7901 Stoneridge Drive,
Suite 220

Pleasanton, CA 94588

February 13, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Charli Gibbs-Tabler/Matthew Derby

    Re: Healthcare Triangle, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-276501

Ladies and Gentlemen:

Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Healthcare Triangle,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
(the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on Tuesday, February 13, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or bmargolis@srfc.law.

If you have any questions regarding
this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very Truly Yours,

    By:
    /s/ Thyagarajan Ramachandran

    Name:
    Thyagarajan Ramachandran

    Title:
    Chief Financial Officer

 cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
1
filename1.htm

February 9, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, NE

Washington, D.C. 20549

 Attention: Charli Gibbs-Tabler / Matthew Derby

 Re: Healthcare Triangle, Inc.

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

                                            Submitted January 12, 2024

                                            CIK No. 0001839285

Ladies and Gentlemen:

On behalf of Healthcare Triangle,
Inc. (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations promulgated thereunder, we are submitting with the Securities and Exchange Commission
(the “Commission”), via EDGAR, Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration
Statement”), which reflects revisions to the above-referenced Registration Statement submitted to the Commission on January
12, 2024 (the “Registration Statement”). The Amended Registration Statement has been revised in response to the comment
letter addressed to the Company dated January 26, 2024, from the staff of the Commission (the “Staff”), as well as
certain other updated information.

Capitalized terms used but
not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

For reference purposes, the
comments contained in the Staff’s letter dated January 26, 2024, are reproduced below in italics and the corresponding responses
are shown below the comments. All references to page numbers in the Company’s responses are to the page numbers in the Amended
Registration Statement.

Cover Page

 1. Staff Comment: Please revise here
                                            and elsewhere as appropriate to provide a more complete discussion regarding the terms of
                                            the First Tranche Note and the Securities Purchase Agreement dated December 28th, 2023. In
                                            addition, clarify the maximum number of shares that the note can be converted into and the
                                            circumstances and prices under which such conversions can occur, as well as any provisions
                                            that may permit a change to the floor price or conversion price, and the effect that any
                                            such changes would have on investors.

Company Response: Pursuant
to the Staff’s request, the Company has added additional disclosure to
provide additional detail and clarity on the terms of the First Tranche Note and the Securities Purchase Agreement dated December 28th,
2023.

U.S. Securities and Exchange Commission

February 9, 2024

Page 2

Our revenues
have historically been concentrated among our top customers . . ., page 19

 2. Staff Comment: Please identify
                                            the major customer who accounted for 39% of your revenue in 2022 and revise to provide a
                                            more complete discussion regarding your reliance on that customer and the material terms
                                            of your agreements with them, including any termination provisions. In addition, file any
                                            agreements as exhibits or tell us why it is not required. Refer to Item 601(b)(10) of Regulation
                                            S-K.

Company Response: Pursuant
to the Company’s Current Report on Form 8-K, filed with the Commission on February 2, 2024, the Company has additionally informed
the Staff that its largest customer, accounting for 39% of its revenue in the fiscal year 2022, Guidant Global, Inc. (“Guidant”),
has terminated its Supplier Master Services Agreement dated August 10, 2021 (as amended, the “Agreement”), effective
as of February 04, 2024 (the “Termination Letter”).

Pursuant to the Staff’s request,
the Company has added additional disclosure in the Risk Factor addressing the current agreement, its termination and its impact, and
has additionally disclosed the Agreement and the Termination Letter in the Exhibits section of the Amended Registration Statement for
additional disclosure.

* * * * *

Please note that the Company has included certain
changes reflected in the Registration Statement other than those in response to the Staff’s comments.

Your prompt attention to the enclosed is greatly
appreciated. If you have any questions regarding this filing or the Company’s responses, please do not hesitate to contact me at
(646) 844-1492 or Ross Carmel of our office at (646) 838-1310.

Very truly yours,

/s/ Brian B. Margolis, Esq.

Brian B. Margolis, Esq.

Sichenzia Ross Ference Carmel LLP

 cc: Thyagarajan Ramachandran,
                                            Healthcare Triangle, Inc.

CORRESP
1
filename1.htm

Healthcare Triangle, Inc.

7901 Stoneridge Drive, Suite 220

Pleasanton, CA 94588

January 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Charli Gibbs-Tabler

    Re:
    Healthcare Triangle, Inc. Request for Acceleration

    Registration Statement on Form S-3

    File No. 333-276382

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Healthcare Triangle, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its registration statement on Form S-3 (File No. 333-276382) (the “Registration
Statement”), be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, January 31, 2024, or as soon
thereafter as possible.

Once the Registration Statement is effective, please
confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross Carmel at (646) 838-1310.

If you have any questions regarding this request,
please contact Ross Carmel of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very truly yours,

    By:
    /s/ Thyagarajan Ramachandran

    Name:
    Thyagarajan Ramachandran

    Title:
    Chief Financial Officer

cc: Ross Carmel, Sichenzia Ross Ference Carmel LLP

United States securities and exchange commission logo
January 26, 2024
Thyagarajan Ramachandran
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-276501
Dear Thyagarajan Ramachandran:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1
Cover Page
1.Please revise here and elsewhere as appropriate to provide a more complete discussion
regarding the terms of the First Tranche Note and the Securities Purchase Agreement
dated December 28th, 2023.  In addition, clarify the maximum number of shares that the
note can be converted into and the circumstances and prices under which such conversions
can occur, as well as any provisions that may permit a change to the floor price
or conversion price, and the effect that any such changes would have on investors.

 FirstName LastNameThyagarajan  Ramachandran
 Comapany NameHealthcare Triangle, Inc.
 January 26, 2024 Page 2
 FirstName LastName
Thyagarajan  Ramachandran
Healthcare Triangle, Inc.
January 26, 2024
Page 2
Our revenues have historically been concentrated among our top customers . . ., page 19
2.Please identify the major customer who accounted for 39% of your revenue in 2022 and
revise to provide a more complete discussion regarding your reliance on that customer
and the material terms of your agreements with them, including any termination
provisions. In addition, file any agreements as exhibits or tell us why it is not
required. Refer to Item 601(b)(10) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Charli Gibbs-Tabler at 202-551-6388 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff Wofford

United States securities and exchange commission logo
January 16, 2024
Thyagarajan Ramachandran
Chief Financial Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Registration Statement on Form S-3
Filed January 5, 2023
File No. 333-276382
Dear Thyagarajan Ramachandran:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Charli Gibbs-Tabler at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

CORRESP
1
filename1.htm

Healthcare Triangle, Inc.

7901 Stoneridge Drive, Suite 220

Pleasanton, CA 94588

August 18, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Alexandra Barone

    Re:
    Healthcare Triangle, Inc.

    Registration Statement on Form S-1

    File No. 333-266952

Ms. Barone:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Healthcare Triangle, Inc. (the “Company”)
respectfully requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared
effective at 5:00 p.m., Eastern Daylight Time, on Monday, August 22, 2022, or as soon as thereafter possible.

Also, the Company authorizes
Jeffrey P. Wofford, Esq. at Carmel, Milazzo & Feil LLP, outside counsel to the Company, to verbally alter the requested date and time
of effectiveness of the Registration Statement with the Securities and Exchange Commission. Please call Mr. Wofford at 212-658-0458; Ext.
1004 as soon as the Registration Statement has been declared effective.

Under separate cover, you will
receive today a letter from the underwriter of the proposed offering joining in the Company’s request for acceleration of the effectiveness
of the Registration Statement.

    Very truly yours,

    Healthcare Triangle, Inc.

    By:
    /s/ Suresh Venkatachari

    Suresh Venkatachari

    Chief Executive Officer

United States securities and exchange commission logo
August 15, 2022
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
7901 Stoneridge Drive, Suite 220
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Draft Registration Statement on Form S-1
Submitted August 9, 2022
CIK No. 0001839285
Dear Mr. Venkatachari:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

EF
Hutton,

Division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

October 8,
2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Anna Abramson

Re:
Healthcare Triangle, Inc

Registration
Statement on Form S-1, as amended

File
No. 333- 259180

Dear
Ms. Abramson:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of Healthcare Triangle, Inc. (the “Company”), hereby join the Company’s
request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared
effective at 4:30 p.m., Eastern Time, on Tuesday, October 12, 2021, or as soon thereafter
as possible.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

Very
truly yours,

EF
Hutton,

Division
of Benchmark Investments, LLC

By: /s/
Sam Fleischman

Name:
Sam Fleischman

Title:
Supervisory Principal

CORRESP
1
filename1.htm

    Healthcare Triangle, Inc.

    4309 Hacienda Dr., Suite 150

    Pleasanton, CA 94588

    October 8, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Anna Abramson

    Re: Healthcare Triangle, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333- 259180

Ladies and Gentlemen:

Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Healthcare
Triangle, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time,
on Tuesday, October 12, 2021, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

Once the Registration
Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at
(646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford,
by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If you have any questions
regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By: /s/ Suresh Venkatachari

    Name: Suresh Venkatachari

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

    Healthcare Triangle, Inc.

    4309 Hacienda Dr., Suite 150

    Pleasanton, CA 94588

    October 6, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Anna Abramson

    Re: Healthcare Triangle, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333- 259180

Ladies and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on October 4, 2021, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Wednesday, October 6, 2021, in accordance with
Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

If you have any questions
regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By: /s/ Suresh Venkatachari

    Name: Suresh Venkatachari

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

October 6, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Anna Abramson

Re: Healthcare Triangle, Inc.

Registration Statement on Form S-1, as amended

File No. 333- 259180

Dear Ms. Abramson:

Reference is made to our letter, filed as correspondence via EDGAR
on October 4, 2021, in which we, as representative of the underwriters, requested the acceleration of the effective date of the above-referenced
Registration Statement on Form S-1 for 4:30 p.m., Eastern Time, on Wednesday, October 6, 2021, in accordance with Rule 461 under the Securities
Act of 1933, as amended.

We are no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    EF Hutton,

    Division of Benchmark Investments, LLC

    By: /s/ Sam Fleischman

    Name: Sam Fleischman

    Title: Supervisory Principal

CORRESP
1
filename1.htm

EF Hutton,

Division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

October 4, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Anna Abramson

Re: Healthcare Triangle, Inc.

Registration Statement on Form S-1, as amended

File No. 333- 259180

Dear Ms. Abramson:

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Securities Act”), we, as representative of the underwriters of the proposed public offering of securities of Healthcare
Triangle, Inc. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, October 6, 2021,
or as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, we, as representative
of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to
comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to
comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    EF Hutton,

    Division of Benchmark Investments, LLC

    By: /s/ Sam Fleischman

    Name: Sam Fleischman

    Title: Supervisory Principal

CORRESP
1
filename1.htm

    Healthcare Triangle, Inc.

    4309 Hacienda Dr., Suite 150

    Pleasanton, CA 94588

    October 4, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Anna Abramson

    Re: Healthcare Triangle, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333- 259180

Ladies and Gentlemen:

Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Healthcare
Triangle, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time,
on Wednesday, October 6, 2021, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Act.

Once the Registration
Statement is effective, please orally confirm the event with our counsel, Carmel, Milazzo & Feil LLP by calling Jeffrey Wofford at
(646) 876-0618. We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the
effective time and date of the Registration Statement be sent to our counsel, Carmel, Milazzo & Feil LLP, Attention: Jeffrey Wofford,
by facsimile to (646) 838-1314 or email at jwofford@cmfllp.com.

If you have any questions
regarding this request, please contact Jeffrey Wofford of Carmel, Milazzo & Feil LLP at (646) 876-0618.

    Very Truly Yours,

    By: /s/ Suresh Venkatachari

    Name: Suresh Venkatachari

    Title: Chief Executive Officer

cc: Jeffrey Wofford, Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Healthcare Triangle, Inc.

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

Filed
September 10, 2021

File
No. 333-259180

Dear
Staff:

On
behalf of Healthcare Triangle, Inc. (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter
dated as of September 15, 2021 with respect to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the
SEC by the Company on September 10, 2021 (“Amendment No. 1”). 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.

Amendment
No. 1 to Form S-1 filed September 10, 2021

Note
13. Share Based Compensation, page F-27

 1. We
                                            note your disclosure that the public offering price of the shares in this offering is assumed
                                            to be $5.00, the midpoint of an estimated price range of $4.50 to $5.50. We also note that
                                            on January 1, 2021, you issued approximately 1.41 million stock options to employees and
                                            directors with an estimated fair value of $0.40 per common share. Please describe for us
                                            the factors that contributed to such a significant fluctuation in fair values, including
                                            any intervening events within the company or changes in your valuation assumptions or methodology.
                                            Also, please disclose any share-based issuances subsequent to the most recent balance sheet
                                            date and the expected financial statement impact, if material.

The
estimated value of $0.40 per share of common stock of the options granted on January 1, 2021, was based on a valuation of the Company’s
common stock prepared by a third-party independent valuation firm meeting the requirements of Section 409A of the United States Tax Code
(“Section 409A”) on September 23, 2020 (the “2020 Valuation”). The 2020 Valuation was based on
the Income approach using Discounted Cash Flow (“DCF”) and Marketability Discount approach.

Determination
of Estimated Fair Value

The
assumptions used in each valuation model to determine the fair value of the voting common stock as of the grant date of each option are
based on numerous objective and subjective considerations, combined with management’s judgment, including but not limited to the
following:

 • the
                                            Company’s actual operating results and financial performance;

 • current
                                            business conditions and projections;

 • stage
                                            of development;

 • likelihood
                                            of achieving a liquidity event, such as an initial public offering given the prevailing market
                                            conditions and the nature and history of the Company’s business;

 • industry
                                            information, such as market size and growth;

 • adjustments,
                                            if any, necessary to recognize the lack of marketability for the Company’s shares;
                                            and

 • macroeconomic
                                            conditions

Income
Approach

The
income approach attempts to convert future expected economic benefits, generally, cash flow, into a present value. As one application
of the income approach, a valuation specialist may utilize the DCF method. The DCF method develops a value for a company’s business
enterprise, which is based on direct projections of its future earnings-generating capabilities.

Marketability Discount

In
determining the estimated fair value of common stock on the date of grant, it is appropriate to consider that the security may not be
freely tradeable in the public markets. The estimated fair value of the voting common stock of the Company on January 1, 2021, therefore
reflects a discount for lack of marketability (“DLOM”), which considers that the Company is a closely held entity
with a diversified shareholder base and is partially based on the anticipated likelihood and timing of a future liquidity event for the
subject shares.

The
Section 409A regulations provide a presumption of reasonableness to valuations of stock that are not publicly traded and are issued “as
of a date that is no more than 12 months before the relevant transaction to which the valuation is applied,” unless a material
event occurs that would affect such valuation. The only material event that occurred with respect to the Company between September 23,
2020, and January 1, 2021, was the sale by the Company of $1.6 million of convertible notes. The Company does not believe such sale materially
increased the value of the Company’s stock because the proceeds were used to pay salaries and not for acquisitions or other accretive
corporate actions and the Company’s short-term liabilities were significantly increased. At the time of the option grant an initial
public offering was contemplated, but the initial filing of a draft registration statement did not occur until April 2021 and there was
no certainty that the Company could consummate an IPO transaction with a Nasdaq listing.

Since
the options were issued in January, the Company raised an additional $2.6 million between January 13, 2021, and February 10, 2021, from
the sale of its convertible notes, the proceeds of which were used for platform development and salaries.

Estimated
IPO Price Range

As
is typical in initial public offerings, the estimated IPO price range of $4.50 to $5.50 (the “Estimated IPO Price Range”)
was not derived using a formal determination of fair value, but was determined by the Company based, in part, on input received from
the underwriters including discussions with the board of directors and executives of the Company on August 26, 2021. Along with the input
from the underwriters, among the factors considered in setting the Estimated IPO Price Range were the following:

 • the
                                            general conditions of the securities market and the recent market prices of, and the demand
                                            for, publicly traded common stock of comparable companies;

 • the
                                            Company’s financial condition and prospects;

 • progress
                                            and stage of development of the Company’s programs;

 • estimates
                                            of business potential and earnings prospects for the Company and the Healthcare and Life
                                            Sciences (“HCLS”) industry in which it operates;

 • comparable
                                            valuations metrics for and recent performance of initial public offerings of companies in
                                            the HCLS industry;

 • an
                                            assumption that there would be a receptive public trading market for cloud computing companies
                                            such as the Company; and

 • an
                                            assumption that there would be sufficient demand for the Company’s common stock to
                                            support an offering of the size contemplated by the Company.

Valuation
Methodology

A
primary reason for the Estimated IPO Price Range being significantly greater than the estimated fair value in the 2020 Valuation is the
difference in valuation methodology and weighting of outcomes and liquidity. Public market investors often use more qualitative and subjective
methodologies to determine the price that they are willing to pay in an IPO and those methodologies can result in valuations that differ
significantly from the valuations determined using the quantitative information utilized by the Company’s board of directors and
prescribed by the American Institute of Certified Public Accountants. Moreover, the quantitative methodologies employed by third-party
valuation firms include discounts to the estimated fair value for alternative events (such as staying private), discounts to present
value and DLOM, none of which apply to the Company in connection with its IPO valuation and the analysis of public market investors and
the underwriters in their valuation analysis.  Additionally, the Company reported 20% growth in revenue for the six months ended
June 30, 2021, as compared to the six months ended June 30, 2020. Moreover, the Company achieved Google Cloud Premier Partnership status
in July 2021 and added new customers in the HCLS segment. Based on the foregoing, the Company believes that it has fully complied with
all applicable rules and regulations for the determination of fair value, including the best practices outlined by the American Institute
of Certified Public Accountants, in its determination of fair value applied to the options in January 2021 and has used a customary and
reasonable methodology in its determination of the Estimated IPO Price Range.

Subsequent
Share-Based Issuances

Since
June 30, 2021, the date of the most recent Company balance sheet, the Company issued 340,000 shares of common stock. We respectfully
submit that, although immaterial, the impact of these issuances on the Company’s balance sheet dated June 30, 2021 is presently
disclosed in the pro forma column of the table under the section entitled “Capitalization” on page 43 of Amendment No. 1.

Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (646)
876-0618.

Sincerely,

Jeffrey
P. Wofford

Carmel,
Milazzo & Feil LLP

United States securities and exchange commission logo
September 15, 2021
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 10, 2021
File No. 333-259180
Dear Mr. Venkatachari:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 9, 2021 letter.
Amendment No. 1 to Form S-1 filed September 10, 2021
Note 13. Share Based Compensation, page F-27
1.We note your disclosure that the public offering price of the shares in this offering is
assumed to be $5.00, the midpoint of an estimated price range of $4.50 to $5.50.  We also
note that on January 1, 2021, you issued approximately 1.41 million stock options to
employees and directors with an estimated fair value of $0.40 per common share.  Please
describe for us the factors that contributed to such a significant fluctuation in fair values,
including any intervening events within the company or changes in your valuation
assumptions or methodology.  Also, please disclose any share-based issuances subsequent
to the most recent balance sheet date and the expected financial statement impact, if
material.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 September 15, 2021 Page 2
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
September 15, 2021
Page 2
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

CORRESP
1
filename1.htm

September
10, 2021

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Healthcare Triangle, Inc.

Registration
Statement on Form S-1

Filed
August 30, 2021

File
No. 333-259180

Dear Staff:

On behalf
of Healthcare Triangle, Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter dated as of September 9, 2021 with respect
to the Company’s Registration Statement on Form S-1 filed with the SEC by the Company on August 30, 2021. 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 Company’s Amendment No.1 to Registration
Statement on Form S-1 (the “Form S-1/A1”) filed concurrently with the submission of this letter in response to the Staff’s
comments.

Form S-1 filed August 30, 2021

Cover Page

1.       You
disclose on the prospectus cover page that the offering price "is assumed to be $5.00." You disclose elsewhere that the estimated
price range is $4.50 to $5.50. Please disclose the estimated price range on the prospectus cover page. Refer to Instruction 1 to Item
501(b)(3) of Regulation S-K.

As requested
by the Staff, the Company has included an estimated price range on the cover page of the prospectus.

2.       You
indicate on the prospectus cover page there is no assurance that your application to list on the Nasdaq Global Market will be approved;
however, you disclose on page 18 that this listing is a condition to the offering. Please clarify the disclosure on your prospectus cover
page by indicating, if true, that approval to list the common stock on Nasdaq is a condition to proceeding with the offering.

After the August 30, 2021 filing
of its Form S-1 Registration Statement, the Company received approval from Nasdaq for the listing of its common stock. The Company has
revised the disclosure in the Form S-1/A1 to reflect such approval.

 Use of Proceeds, page 41

3.       You
indicate that you intend to use the offering proceeds for acquisitions. Please disclose whether you have any current plans, arrangements
or agreements for any acquisitions.

The “Use
of Proceeds” section on page 41 of the Form S1/A1 has been revised to disclose that the Company currently does not have any plans,
arrangements or agreements for any acquisitions.

4.        Please
provide the disclosure required by Instruction 4 to Item 504 of Regulation S-K with respect to the Convertible Notes you intend to repay
with the offering proceeds.

In accordance
with Instruction 4 to Item 504 of Regulation S-K, the Company has revised the “Use of Proceeds” section on page 41 of the
Form S1/A1 to disclose (i) the interest rate on the Convertible Notes; the maturity dates of the Convertible Notes and (iii) that that
it used the proceeds from the sale of the Convertible Notes for platform development and to pay salaries.

Principal Stockholders, page 89

5.        We
note that you now have two classes of voting securities issued and outstanding consisting of your common stock and the Series A Super
Voting Preferred Stock held by Mr. Venkatachari. Please provide beneficial ownership for each class of voting securities before and after
the offering. Refer to Item 403 of Regulation S-K. In addition, since the Series A Super Voting Preferred Stock has 1,000 votes per share,
add a column to the beneficial ownership table showing the total percentage of voting power held by each person listed in the table after
the offering.

The Company
has revised the beneficial ownership table on page 89 of the Form S-1/A1 as requested by the Staff.

Should you
have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at (646) 876-0618.

Jeffrey P. Wofford

Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
September 9, 2021
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Registration Statement on Form S-1
Filed August 30, 2021
File No. 333-259180
Dear Mr. Venkatachari:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2021 letter.
Form S-1 filed August 30, 2021
Cover Page
1.You disclose on the prospectus cover page that the offering price "is assumed to be
$5.00."  You disclose elsewhere that the estimated price range is $4.50 to $5.50.  Please
disclose the estimated price range on the prospectus cover page.  Refer to Instruction 1 to
Item 501(b)(3) of Regulation S-K.
2.You indicate on the prospectus cover page there is no assurance that your application to
list on the Nasdaq Global Market will be approved; however, you disclose on page 18 that
this listing is a condition to the offering.  Please clarify the disclosure on your prospectus
cover page by indicating, if true, that approval to list the common stock on Nasdaq is a
condition to proceeding with the offering.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 September 9, 2021 Page 2
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
September 9, 2021
Page 2
Use of Proceeds, page 41
3.You indicate that you intend to use the offering proceeds for acquisitions.  Please disclose
whether you have any current plans, arrangements or agreements for any acquisitions.
4.Please provide the disclosure required by Instruction 4 to Item 504 of Regulation S-K with
respect to the Convertible Notes you intend to repay with the offering proceeds.
Principal Stockholders, page 89
5.We note that you now have two classes of voting securities issued and outstanding
consisting of your common stock and the Series A Super Voting Preferred Stock held by
Mr. Venkatachari. Please provide beneficial ownership for each class of voting securities
before and after the offering. Refer to Item 403 of Regulation S-K. In addition, since the
Series A Super Voting Preferred Stock has 1,000 votes per share, add a column to the
beneficial ownership table showing the total percentage of voting power held by each
person listed in the table after the offering.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

CORRESP
1
filename1.htm

August 30, 2021

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Healthcare Triangle, Inc.

Draft Registration Statement on Form S-1

Submitted June 24, 2021

CIK No. 0001839285

Dear Staff:

On behalf of Healthcare Triangle, Inc. (the “Company”),
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 as of August 11, 2021 with respect to the Company’s Amendment No.2 to Draft Registration
Statement on Form S-1 submitted to the SEC by the Company on July 23, 2021. 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 Company’s Registration Statement on Form S-1 (the “Form S-1”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 2 to Draft Registration Statement
on Form S-1 filed July 23, 2021

Management's Discussion and Analysis
of Financial Condition and Results of Operations Components of Results of Operations

Top Five Customers Revenue for quarter ended March
31, 2021, page 51

1. We note your response to prior comment 3 and
that Customer 1 generated the most revenues in each period. Please discuss the significance of Customer 1, including trends in the amount
and percentage of revenues generated by this customer. In addition, disclose in what segment(s) the customer generates revenues.

 On page 50 of the Form S-1,
the Company has disclosed the name of Customer 1 - F. Hoffmann-La Roche Ltd which is a Swiss multinational company, the significance
of Customer 1 to the Company (including the amount and percentage of revenues generated by this customer) and the material terms of the
agreements with Customer 1. The Company has also filed the Customer 1 master services agreement and a redacted form of statement of work
as Exhibits 10.14 and 10.15, to the Form S-1, respectively.

Revenue and operating profit by Operating Segment, page 53

2 We note your revisions and response to prior
comment 4. As we requested in our prior comment, please revise the segment-level disclosures to identify, quantify, and analyze each material
factor underlying changes in results, including when such factors offset each other. In regard to revenues, please identify, quantify
and analyze the material factors that led to the decrease in revenues in Software Services and an increase in Managed Services and support
(e.g. number of customer contracts lost or gained, respectively). In regard to operating profit, please discuss similarly your Cost of
Revenues for each reportable operating segment.

The Company has provided the requested disclosure on page 55 of the
Form S-1.

Consolidated Financial Statements
Note 10. Convertible Note, page F-19

3. We note your revisions and response to prior
comment 12. However, the revised footnote does not appear to explain the allocation of proceeds between promissory notes and warrants.
Therefore, please explain how you allocated the proceeds from the issuance of the promissory notes and warrants in accordance with ASC
470-20-25-2.

 The Company has made the
requested revision in the last sentence of Note 9 to the June 30, 2021 and 2020 Consolidated Financial Statements and in the penultimate
sentence of Note 10 to the December 31, 2020 and 2019 Consolidated Financial Statements.

Note 2. Summary of Significant
Accounting Policies Segment Information, page F-34

4. We note your revisions and response to prior
comment 15. Please revise to ensure all amounts listed in ASC 280-10-50-22 are disclosed, as applicable. For example, disclose the amount
of total assets for each reportable segment, or explain why such information is not disclosed in accordance with ASC 280-10-50-26. Finally,
reconcile your segment measure of profit or loss to consolidated income before income taxes. Please note that the reconciliation also
applies to your disclosures on page 53. Refer to ASC 280-10- 50-30(b).

 The Company has made the
requested revision to segment reporting with respect to profit or loss in Note 2– “Summary of Significant Accounting Policies”
on pages F-11 and F-40. However, as disclosed on pages F-10 and F-38, the Company has determined that it is not practical to allocate
identifiable assets by segment, since such assets are used interchangeably among the segments.

 Revenue Recognition, page F-13 and F-41

5. We note your revisions and response to prior
comment 17. In regard to Software Services disclosures, please clarify whether your contracts with your customers often contain multiple
performance obligations which you account for separately if they are distinct.

 The Company has made the
requested revision in Note 2 – “Summary of Significant Accounting Policies” on pages F-12 to F-14 and on Pages F-40
to F-42 of the Form S-1.

Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company’s filing, please contact me at 212-646-0618.

Jeffrey P. Wofford

Carmel, Milazzo & Feil LLP

CORRESP
1
filename1.htm

August 30, 2021

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Healthcare Triangle, Inc.

Draft Registration Statement on Form S-1

Submitted June 24, 2021

CIK No. 0001839285

Dear Staff:

On behalf of Healthcare Triangle, Inc. (the “Company”),
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 as of August 11, 2021 with respect to the Company’s Amendment No.2 to Draft Registration
Statement on Form S-1 submitted to the SEC by the Company on July 23, 2021. 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 Company’s Registration Statement on Form S-1 (the “Form S-1”)
filed concurrently with the submission of this letter in response to the Staff’s comments.

Amendment No. 2 to Draft Registration Statement
on Form S-1 filed July 23, 2021

Management's Discussion and Analysis
of Financial Condition and Results of Operations Components of Results of Operations

Top Five Customers Revenue for quarter ended March
31, 2021, page 50

1. We note your response to prior comment 3 and
that Customer 1 generated the most revenues in each period. Please discuss the significance of Customer 1, including trends in the amount
and percentage of revenues generated by this customer. In addition, disclose in what segment(s) the customer generates revenues.

The Company has provided the requested disclosure on page 50 of the
Form S-1.

Revenue and operating profit by Operating Segment, page 55

2 We note your revisions and response to prior
comment 4. As we requested in our prior comment, please revise the segment-level disclosures to identify, quantify, and analyze each material
factor underlying changes in results, including when such factors offset each other. In regard to revenues, please identify, quantify
and analyze the material factors that led to the decrease in revenues in Software Services and an increase in Managed Services and support
(e.g. number of customer contracts lost or gained, respectively). In regard to operating profit, please discuss similarly your Cost of
Revenues for each reportable operating segment.

The Company has provided the requested disclosure on page 55 of the
Form S-1.

Consolidated Financial Statements
Note 10. Convertible Note, page F-19

3. We note your revisions and response to prior
comment 12. However, the revised footnote does not appear to explain the allocation of proceeds between promissory notes and warrants.
Therefore, please explain how you allocated the proceeds from the issuance of the promissory notes and warrants in accordance with ASC
470-20-25-2.

The Company has made the requested revision to Note 9.

Note 2. Summary of Significant
Accounting Policies Segment Information, page F-34

4. We note your revisions and response to prior
comment 15. Please revise to ensure all amounts listed in ASC 280-10-50-22 are disclosed, as applicable. For example, disclose the amount
of total assets for each reportable segment, or explain why such information is not disclosed in accordance with ASC 280-10-50-26. Finally,
reconcile your segment measure of profit or loss to consolidated income before income taxes. Please note that the reconciliation also
applies to your disclosures on page 53. Refer to ASC 280-10- 50-30(b).

The Company has made the requested revision to Segment reporting in
notes to accounts and disclosures on page 55 of the Form S-1.

 Revenue Recognition, page F-13 and F-41

5. We note your revisions and response to prior
comment 17. In regard to Software Services disclosures, please clarify whether your contracts with your customers often contain multiple
performance obligations which you account for separately if they are distinct.

The Company has made the requested revision in Note 2 of the Form
S-1.

Should you have any questions relating to the foregoing
or wish to discuss any aspect of the Company’s filing, please contact me at 212-646-0618.

Jeffrey P. Wofford

Carmel, Milazzo & Feil LLP

United States securities and exchange commission logo
August 11, 2021
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted July 23, 2021
CIK No. 0001839285
Dear Mr. Venkatachari:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. References to prior comments are to those in our letter dated July 13, 2021.
Amendment No. 2 to Draft Registration Statement on Form S-1 filed July 23, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Components of Results of Operations
Top Five Customers Revenue for quarter ended March 31, 2021, page 51
1.We note your response to prior comment 3 and that Customer 1 generated the most
revenues in each period.  Please discuss the significance of Customer 1, including trends
in the amount and percentage of revenues generated by this customer. In addition, disclose
in what segment(s) the customer generates revenues.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 August 11, 2021 Page 2
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
August 11, 2021
Page 2
Revenue and operating profit by Operating Segment, page 53
2.We note your revisions and response to prior comment 4.  As we requested in our prior
comment, please revise the segment-level disclosures to identify, quantify, and analyze
each material factor underlying changes in results, including when such factors offset each
other.  In regard to revenues, please identify, quantify and analyze the material factors that
led to the decrease in revenues in Software Services and an increase in Managed Services
and support (e.g. number of customer contracts lost or gained, respectively).  In regard to
operating profit, please discuss similarly your Cost of Revenues for each reportable
operating segment.
Consolidated Financial Statements
Note 10. Convertible Note, page F-19
3.We note your revisions and response to prior comment 12.  However, the revised footnote
does not appear to explain the allocation of proceeds between promissory notes and
warrants.  Therefore, please explain how you allocated the proceeds from the issuance of
the promissory notes and warrants in accordance with ASC 470-20-25-2.
Note 2. Summary of Significant Accounting Policies
Segment Information, page F-34
4.We note your revisions and response to prior comment 15.  Please revise to ensure all
amounts listed in ASC 280-10-50-22 are disclosed, as applicable. For example, disclose
the amount of total assets for each reportable segment, or explain why such information is
not disclosed in accordance with ASC 280-10-50-26.  Finally, reconcile your segment
measure of profit or loss to consolidated income before income taxes. Please note that the
reconciliation also applies to your disclosures on page 53. Refer to ASC 280-10- 50-30(b).
Revenue Recognition, page F-35
5.We note your revisions and response to prior comment 17.  In regard to Software Services
disclosures, please clarify whether your contracts with your customers often contain
multiple performance obligations which you account for separately if they are distinct.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 August 11, 2021 Page 3
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
August 11, 2021
Page 3
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

United States securities and exchange commission logo
July 13, 2021
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 24, 2021
CIK No. 0001839285
Dear Mr. Venkatachari:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. References to prior comments are to those in our letter dated May 18, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed June 24, 2021
Prospectus Summary, page 5
1.We note the disclosure added to "About This Prospectus" in response to comment 1.
Please move this business-related disclosure to the Prospectus Summary to provide
context to the discussion of the company's business.
Results of Operations, page 50
2.Please discuss the reasons for material changes in your operating results. For example,
discuss why revenue from Software Services has been decreasing and revenue from
Managed Services and Support have been increasing.  Discuss whether you expect this
trend to continue and how it has and will impact your results of operations.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 July 13, 2021 Page 2
 FirstName LastNameSuresh  Venkatachari
Healthcare Triangle, Inc.
July 13, 2021
Page 2
Top Five Customers Revenue for quarter ended March 31, 2021, page 51
3.We note your response to prior comment 5 and your disclosure that several of your top 5
customers were not consistent from period to period. Both in the three month and full year
discussions, please clarify in your disclosure which customers remained consistent
between the periods presented. Tell us what consideration you gave to filing material
contracts with any of your top customers, in particular the customer that accounted for
57% of your revenue in fiscal year 2020.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Components of Results of Operations
Revenue by Operating Segment, page 53
4.We note you present revenues and cost of revenues for each of your reportable operating
segments.  Please revise to provide and discuss the segment measure of profit or loss for
each of your reportable segments.  Please also revise segment-level disclosures to identify,
quantify, and analyze each material factor underlying changes in results, including when
such factors offset each other.   See Item 303(a)(3)(i) of Regulation S-K and Section III.D
of SEC Release No. 33-6835.
Certain GAAP Non-Financial Measures, page 54
5.You provide information about recurring revenues and non-recurring revenues.  Please
explain in more detail why management evaluates these revenue streams.  For example,
explain whether it is the company's strategy to increase recurring revenues.  Furthermore,
you indicate that managed service contracts are recurring in nature, any contract where a
customer signs up for a service on which the income is generated on a consistent basis is
classified as recurring revenue, and your standard customer contracts are twelve months
and have generally been renewed.  It appears you are presenting all revenues from
managed service contracts as recurring revenues whether or not they are renewed.
Disclose whether management uses key metrics to monitor actual recurring revenues, such
as annual net revenue retention.
Revenue by Operating Segment, page 58
6.Please discuss the reasons for material changes in your operating results. For example,
discuss why revenue from Software Services has been decreasing and revenue from
Managed Services and Support has been increasing.  Discuss whether you expect this
trend to continue and how it has and will impact your results of operations.
Business
Our Company, page 68
7.We note your response to prior comment 2. Please also revise the disclosure on page 69 to
remove or provide context for the discussion of healthcare spending in the U.S.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 July 13, 2021 Page 3
 FirstName LastNameSuresh  Venkatachari
Healthcare Triangle, Inc.
July 13, 2021
Page 3
Principal Stockholders, page 88
8.We note your response to prior comment 8. Please note that, pursuant to Rule 13d-3(d)(1),
a person is deemed to be the beneficial owner of a security "if that person has the right to
acquire beneficial ownership" of such security within 60 days. Therefore, if your warrants
and convertible notes are exercisable or convertible within 60 days, you must include the
underlying shares in a person's beneficial ownership, even if it is uncertain whether the
warrants and convertible notes will be exercised or converted. The shares underlying the
warrants and convertible notes will be considered outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by a person but will
not be deemed to be outstanding for the purpose of computing the percentage of the class
by any other person.
Consolidated Financial Statements
Consolidated Statements of Income For The Three Months Ended March 31, 2021 and 2020,
page F-5
9.Revise your income statements so that the line-item "Depreciation and amortization" is
presented under operating expenses.
Note 6. Due from Related Party, page F-18
10.Please tell us how you are able to substantiate the representation that your related party
transactions are considered to be arm’s length in nature, or remove the assertion.  Refer
to ASC 850-10-50-5.
11.In regard to your master services agreement, for all periods presented, please describe in
greater detail the nature, terms and manner of settlement for these related party
transactions.  Clarify whether any of the charges for services from the Parent will include
an element of profit.
Note 10. Convertible Note, page F-20
12.We note your disclosure that you issued additional convertible promissory notes and
warrants in fiscal year 2021. Please address the following:
•Please expand your disclosure to explain the rights and privileges of the various debt
securities outstanding during the periods presented including: (1) general terms and
conditions of each promissory note; (2) the date of maturity; and (3) the basis for
conversion. Please refer to ASC 470-10-50-5 and ASC 505-10-50-3 and;
•Please tell us how you allocated the proceeds from issuance of the promissory notes
and warrants. Refer to ASC 470-20-25-2.
Note 2. Summary of Significant Accounting Policies
Basis of Consolidated Financial Statements, page F-34
13.We note your response to prior comment 11.  We further note that your financial

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 July 13, 2021 Page 4
 FirstName LastNameSuresh  Venkatachari
Healthcare Triangle, Inc.
July 13, 2021
Page 4
statements during the periods presented do not necessarily include all the expenses that
would have been incurred or held by the company had it been a separate, standalone
entity, and it is not practicable to estimate actual costs.  Noting your representation, please
tell us, and clarify in your disclosure, whether your estimate of these costs would have
been materially different had you operated as an unaffiliated entity.
14.We note your response to prior comment 18.  Please clarify in your disclosures that the
combined financial statements have been prepared under the historical cost method of
accounting, if true.  Refer to ASC Topic 805-50-50-3b.
Segment Information, page F-35
15.We note your disclosure that you operate three distinct reportable segments, which
apparently are Software Services, Managed Services and Support, and Platform Services.
If so, please revise to provide segment information and segment disclosures required
by ASC 280-10-50 for all periods presented, including the requirement to disclose a
measure of profit or loss for each reportable segment. Refer to ASC 280-10-50-22.
Revenue Recognition, page F-36
16.We note your response to prior comment 13.  In regard to all three major service
categories presented, we reiterate our request that you revise your disclosure to identify
and describe, in detail, your contractual performance obligations that are transferred to
your customers.  As an example, under Software Services, your disclosures contain
vaguely described performance obligations such as strategic advisory, implementation,
and development services.  Accordingly, please disclose in sufficient detail the significant
contractual terms and conditions, and the nature of services that you promise to transfer in
your Statements of Work.  Refer to ASC 606-10-50-12.
17.Furthermore, we note you have determined that your Software Services revenue
represents a single performance obligation (or, as disclosed, "doesn’t result in multiple
obligation"), although your Statements of Work appear to include a number of distinct
performance obligations.   Accordingly, please provide us your analysis regarding how
you determined that all services in these arrangements should be combined.  We refer you
to ASC 606-10-25-21.
Note 8. Assets purchased from SecureKloud Technologies Inc., page F-44
18.We note your response to comment 17 and that you are a wholly-owned subsidiary of
SecureKloud Technologies, Inc.  It is unclear why you characterize the transfer of assets
and operations in a reorganization as a purchase or as an acquisition.  Revise your
characterizations here and throughout your filing, including your disclosure on pages 15,
65, and F-33, to reflect the substance of the transaction.  In addition, regarding your
accounting for the asset purchase agreement, tell your basis under generally accepted
accounting principles for assigning value to the intellectual property.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 July 13, 2021 Page 5
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
July 13, 2021
Page 5
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel

United States securities and exchange commission logo
May 18, 2021
Suresh Venkatachari
Chief Executive Officer
Healthcare Triangle, Inc.
4309 Hacienda Dr., Suite 150
Pleasanton, CA 94588
Re:Healthcare Triangle, Inc.
Draft Registration Statement on Form S-1
Submitted April 19, 2021
CIK No. 0001839285
Dear Mr. Venkatachari:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Confidentially Submitted on April 19, 2021
Prospectus Summary, page 4
1.To provide context to the discussion of your business, please disclose that the majority of
your revenue is generated by your full-time employees who provide managed services to
your clients.  Disclose, as you do on page 47, that you are in the early stages of marketing
your SaaS offerings like DataEz and Readabl.AI.  Discuss the stage of development of
your CloudEz, DataEz and Readabl.AI platforms, including when they became
commercially available and the percentage of revenues you have generated from them for
the periods presented in your financial statements.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 May 18, 2021 Page 2
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
May 18, 2021
Page 2
2.Please provide more information about the following statements on page 7:

•You disclose that the company has several Fortune 500 clients in both the healthcare
and life sciences industries.  Please clarify the significance of highlighting these
customers in the prospectus summary.  To provide context, disclose the percentage of
revenue generated from these Fortune 500 clients for each period presented.

•You disclose that you were rated by Solutions Review as one of the elite 21 next-
generation AWS-managed services providers.  Please clarify when this review was
conducted and how the companies were chosen and rated.

•You provide data about expected healthcare spending in the U.S.  Please clarify
whether this is spending by consumers.  Further clarify how this healthcare spending
relates to potential spending by healthcare delivery organizations and life sciences
organizations on your software products and services.
Impacts of the COVID-19 Pandemic, page 44
3.We note that your prospectus includes general disclosures about COVID-19 and its
impact. Please revise here or elsewhere to disclose the specific impacts, both positive and
negative, that COVID-19 has had on your operations and relevant metrics, including a
description of any known trends and uncertainties that have had, or that you reasonably
expect will have, a material impact on revenue or results of operations. Refer to CF
Disclosure Guidance: Topic No. 9A for additional guidance.
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Components of Results of Operations, page 48
4.We note your disclosure that you operate in three segments: Software Services, Managed
Services and Support, and Platform Services.  However, you present financial
performance about profit by Life Sciences and Healthcare divisions.  Please revise
to discuss significant components of revenue and expenses along your reportable
segments as determined under ASC 280. Segment analysis is usually necessary to enable a
reader to understand the consolidated amounts.  See Item 303(a)(3)(i) of Regulation S-
K and Section III.D of SEC Release No. 33-6835.
Results of Operations, page 51
5.You disclose that your top five customers in 2020 accounted for 86% of your revenues.
Please disclose the percentage of revenues generated from each of your top five
customers.  Disclose whether you expect to continue to generate material amounts of
revenues from these same customers.  If so, disclose the terms of any material agreements
and the types of services provided under the agreements.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 May 18, 2021 Page 3
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
May 18, 2021
Page 3
Control Matters and Policies, page 65
6.Disclosure pursuant to Item 307 of Regulation S-K is not required by Form S-1. Please
clarify why you are providing this information and who you are referencing as your
"Chief Financial Officer." To the extent you retain this information, disclose when you
would be required to comply with the disclosure requirements of Item 307 of Regulation
S-K as an emerging growth company.
Management, page 75
7.Please include Mr. Suresh Venkatachari's positions at SecureKloud Technologies Ltd. in
his business experience.
Principal Stockholders, page 81
8.You disclose that you are excluding shares which may be issued upon conversion of the
Promissory Notes.  Please clarify if you are referring to the Convertible Promissory Notes
and whether this also includes the shares underlying the warrants issued in connection
with the Convertible Promissory Notes.  If so, explain why you are excluding these shares
in light of the fact that the notes will be convertible and the warrants will be
exercisable prior to the offering based upon the IPO price.
Exclusive Forum, page 85
9.We note that your forum selection provision identifies a state court located within the
State of Delaware as the exclusive forum for certain litigation, including any "derivative
action." Please disclose that this provision does not apply to any actions arising under the
Securities Act and the Exchange Act, as is set forth in Article VII of your articles of
incorporation.
Consolidated Statements of Income, page F-4
10.Since cost of revenue excludes charges for depreciation and amortization, please revise
the caption of the line item to read "Cost of revenue (exclusive of depreciation and
amortization shown separately below)" and delete the line item for Gross Profit. Refer to
the guidance in SAB Topic 11:B.
Note 1. Organization and Description of Business, page F-7
11.We note you are a direct, wholly-owned subsidiary of SecureKloud Technologies, Inc.
Please confirm that the statements of operations include all expenses incurred by
SecureKloud on your behalf. If the costs include allocations from SecureKloud, disclose
the allocation method used in the notes to the financial statements along with
management’s assertion that the method used is reasonable. Since agreements with related
parties are by definition not at arm’s length and may be changed at any time, please also
disclose, if practicable, an estimate of what the expenses would have been on a stand-

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 May 18, 2021 Page 4
 FirstName LastNameSuresh  Venkatachari
Healthcare Triangle, Inc.
May 18, 2021
Page 4
alone basis, that is, the cost that would have been incurred if you had operated as an
unaffiliated entity. Please provide this disclosure for each year for which a statement of
operations was required when such basis produced materially different results. See SAB
Topic 1.B.1.
12.We note your disclosure on page 48 that you operate in three segments: Software
Services, Managed Services and Support, and Platform Services.  Please tell us, and revise
to disclose, the factors used to identify your reportable segments, including the basis of
organization (for example, whether management has chosen to organize the company
around differences in products and services, legal entity, or a combination of factors and
whether operating segments have been aggregated).  Please also revise the notes to your
financial statements to include the disclosures required by ASC 280-10-50, as applicable.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
13.In order to better understand the nature of the services transferred in your arrangements,
please revise to clearly identify the nature of the performance obligations specified in your
contracts for Software Service revenues. For example, identify and describe in further
detail your typical contractual service obligations that are transferred in your strategic
advisory, implementation and development services. Also, clarify and explain the
contractual provisions in your strategic advisory, implementation and development
service arrangements that result in multiple performance obligations, including judgments
made concerning the timing of satisfaction and in the allocation of the transaction price, if
any. Refer to ASC 606-10-50-12 and 606-10-50-17.
14.Please expand your disclosure to present disaggregated revenue by categories that depict
how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by
economic factors. Refer to ASC 606-10-50-5 through 50-7 and ASC 606-10-55-
89 through 55-91.
Note 5. Intangible Assets, page F-12
15.Please revise the "Intangibles due to acquisitions" line item to separately identify the
intangibles and related balances by type.  For intangible assets that have limited useful
lives, please disclose the shorter of their useful or legal lives.
Note 7. Due to Related Party, page F-12
16.We note that certain arrangements with your Parent such as the Master Services, Shared
Services, and Rental Sub-Lease Agreements have been discussed on page 82 of the
registration statement under the heading "Certain Relationships and Related-
Party Transactions" but have not been disclosed in your financial statements as required
by ASC 850-10-50. Please revise the notes to your financial statements to disclose the
nature and significant terms of all related party transactions. You may also refer
to SAB Topic 5T.

 FirstName LastNameSuresh  Venkatachari
 Comapany NameHealthcare Triangle, Inc.
 May 18, 2021 Page 5
 FirstName LastName
Suresh  Venkatachari
Healthcare Triangle, Inc.
May 18, 2021
Page 5
Note 8. Business Combination, page F-13
17.We note you acquired from your Parent the health life sciences business and Cornerstone
Advisory Services LLC in 2020. We also note these business acquisitions were
transactions between entities under common control. Accordingly, please revise to include
financial statements for the period of transfer and comparative financial statements for
prior years that reflect these transactions. Refer to ASC 805-50-45-2 through 45-5. Also,
ensure that your financial statement footnotes include the disclosures required by ASC
805-50-50-3.
18.Please revise your "Basis of consolidated financial statements" accounting policy on page
F-8 to explain how your basis of presentation complies with ASC 805-50-30-5 and 805-
50-45-2 through 45-5.
General
19.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anna Abramson, Staff
Attorney, at 202-551-4969 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ross Carmel