SecProbe.io

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 March 26, 2025

Alan Yu
Chief Executive Officer
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708

 Re: Karat Packaging Inc.
 Registration Statement on Form S-3
 Filed March 21, 2025
 File No. 333-286011
Dear Alan Yu:

 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 Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Christina C. Russo, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 KARAT PACKAGING INC.

 6185 Kimball Avenue

 Chino, CA 91708

 March 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:
 Karat Packaging Inc.
Registration Statement on Form S-3
File No. 333-286011

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, Karat Packaging Inc. hereby requests that its Registration Statement
on Form S-3 (File No. 333-286011) filed with the Securities and Exchange Commission (the "Commission") on March 21, 2025 be
declared effective by the Commission at 4:30 p.m. Eastern Time on Friday, March 28, 2025, or as soon thereafter as practical.

 Please call Christina Russo at Akerman LLP at
(305) 982 5531 as soon as the Registration Statement has been declared effective.

 Thank you for your assistance.

 Sincerely,

 /s/ Alan Yu

 Alan Yu

 Chief Executive Officer

CORRESP
1
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KARAT PACKAGING INC.

6185 Kimball Avenue

Chino, CA 91708

November 22, 2022

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Karat Packaging Inc.

Registration Statement on Form S-3

File No. 333-268397

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, Karat Packaging Inc. hereby requests that its Registration Statement
on Form S-3 (File No. 333-268397) filed with the Securities and Exchange Commission (the “Commission”) on November 15, 2022
be declared effective by the Commission at 4:00 p.m. Eastern Time on Monday, November 28, 2022, or as soon thereafter as practical.

Please call Mark Liu at Akerman LLP at (213) 688
9500 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

    Sincerely,

    /s/ Alan Yu

    Alan Yu

    Chief Executive Officer

United States securities and exchange commission logo
November 21, 2022
Jian Guo
Chief Financial Officer
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708
Re:Karat Packaging Inc.
Registration Statement on Form S-3
Filed on November 15, 2022
File No. 333-268397
Dear Jian Guo:
            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 Bradley Ecker at (202) 551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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Stifel, Nicolaus & Company, Incorporated

April 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:         Karat
Packaging Inc.

Registration Statement on Form S-1

File No. No. 333-253270

Acceleration Request

Requested
Date:        April 14, 2021

Requested
Time:       4:00 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration
Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of
the underwriters, hereby join in the request of Karat Packaging Inc. that the effective date of the Registration Statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time (US), on April 14, 2021, or at such later time as the Company or
its outside counsel, Akerman LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish
to advise you that we have distributed approximately 750 copies of the Preliminary Prospectus dated April 6, 2021 through the date
hereof, to underwriters, dealers, institutions and others.

The undersigned, as representative of the several
underwriters, has complied and will comply, and we have been informed by the participating underwriters that they have complied and will
comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  Acting on behalf of itself and the several Underwriters

  STIFEL, NICOLAUS &
COMPANY, INCORPORATED

 By:    /s/
Justin P. Bowman

       Justin P. Bowman, Managing Director

CORRESP
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filename1.htm

KARAT PACKAGING INC.

6185 Kimball Avenue

Chino, California 91708

(626) 965-8882

April 12, 2021

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re: Karat Packaging Inc.

Registration Statement on Form S-1

File No. 333-253270

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the "Act"), Karat Packaging Inc. (the "Company") hereby requests that the effective date of the
above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to 4:00 p.m., Eastern Time,
on Wednesday, April 14, 2021, or as soon thereafter as is practicable.

The Company understands that the Securities and
Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they
relate to the proposed public offering of the securities specified in the Registration Statement.

Also, the Company authorizes Mark Liu or Christina
Russo at Akerman LLP to verbally alter the requested date and time of effectiveness of the Registration Statement with the Securities
and Exchange Commission.

Please call Mr. Liu or Ms. Russo at Akerman LLP
at (213) 688-9500 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

  /s/ Alan Yu

Alan Yu

Chief Executive Officer

CORRESP
1
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                                                                  April 6, 2021

    Mark Y. Liu

    Akerman LLP

    601 West Fifth Street

    Suite 300

    Los Angeles, CA 90071

    D: 213 533 5933

    T: 213 688 9500

    F: 213 627 6342

    DirF: 213 599 2662

    mark.liu@akerman.com

VIA EDGAR
AND HAND DELIVERY

Asia Timmons-Pierce

Senior Counsel

Office of Manufacturing
and Construction

United States
Securities and Exchange Commission

Division of
Corporation Finance

Washington,
D.C. 20549

Re: Karat Packaging Inc.

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

Filed March 30, 2021

File No. 333-253270

Dear Ms. Timmons-Pierce:

On behalf of Karat Packaging Inc. (the "Company"),
we hereby respond to the comment letter received from the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission, dated April 2, 2021, regarding Amendment No. 1 to the Company's Draft Registration Statement on Form
S-1 submitted on March 30, 2021. Please note that we are simultaneously submitting Amendment No. 2 to the Draft Registration Statement
on Form S-1 on (“Amendment No. 2”), which incorporates revisions to address the Staff’s comments and to update other
disclosures.

Please note for your convenience, we have recited the Staff's comments
in boldface type and provided the Company's response to the comment immediately thereafter. The page references in our responses are to
the pages in the marked version of Amendment No. 2.

Summary Selected Consolidated Financial and Operating Data, page
14

 1. We note that footnote (1) to the pro forma
                                            earnings per share data caption refers to your planned calculation of amounts for the year
                                            ended December 31, 2019. Please note that pro forma data should only be provided for the
                                            most recent year - i.e., the year ended December 31, 2020, - and any subsequent interim period,
                                            if applicable. Revise your presentation, including footnote (1) to comply. This comment also
                                            applies to the Selected Consolidated Financial and Operating Data at page 40.

akerman.com

Asia Timmons-Pierce

Senior Counsel

Office of Manufacturing and Construction

April 6, 2021

Page 2

In response to the Staff's comment,
we have revised our presentation of pro forma earnings per share data, including footnote (1), of the Summary Selected Consolidated
Financial and Operating Data table as well as the Selected Consolidated Financial and Operating Data table on pages 15 and 40 of
Amendment No. 2 respectively to remove December 31, 2019 data from our calculations.

*   *
*    *    *   *   *   *   *   *   *   *
   *

If you have any questions, please call me at 213-533-5933.

Sincerely,

AKERMAN LLP

    /s/ Mark Y. Liu

    For the Firm

    cc:
    Beverly A. Singleton, Staff Accountant

    United States Securities and Exchange Commission

    Martin James, Senior Advisor

    United States Securities and Exchange Commission

    Alan Yu, Chairman, President and Chief Executive Officer

    Karat Packaging Inc.

    Christina C. Russo, Esq.

    Akerman LLP

    Stephen E. Older, Esq. and Rakesh Gopalan, Esq.

    McGuireWoods LLP

United States securities and exchange commission logo
April 2, 2021
Alan Yu
Chief Executive Officer
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708
Re:Karat Packaging Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 30, 2021
File No. 333-253270
Dear Mr. Yu:
            We have reviewed your amended 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.
Registration Statement on Form S-1, Amendment No. 1
Summary Selected Consolidated Financial and Operating Data, page 14
1.We note that footnote (1) to the pro forma earnings per share data caption refers to your
planned calculation of amounts for the year ended December 31, 2019.  Please note that
pro forma data should only be provided for the most recent year - i.e., the
year ended December 31, 2020, - and any subsequent interim period, if applicable.  Revise
your presentation, including footnote (1) to comply.  This comment also applies to the
Selected Consolidated Financial and Operating Data at page 40.

            You may contact Beverly Singleton at 202-551-3328 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with any other

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 April 2, 2021 Page 2
 FirstName LastName
Alan Yu
Karat Packaging Inc.
April 2, 2021
Page 2
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina C. Russo, Esq.

United States securities and exchange commission logo
December 30, 2020
Alan Yu
Chief Executive Officer
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708
Re:Karat Packaging Inc.
Amendment 1 to Draft Registration Statement on Form S-1
Submitted December 21, 2020
CIK 0001758021
Dear Mr. Yu:
            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 information so that 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 that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information that you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment 1 to Draft Registration Statement on Form S-1 submitted December 21, 2020
Summary Selected Consolidated Financial and Operating Data, page 13
1.We note your revisions made in response to prior comment 3 and the added disclosure
of footnote (1) to the table.  Please revise disclosure in the second sentence of footnote (1)
to provide pro forma effect only for the nine months ended September 30, 2020 and for
the year ended December 31, 2019.  The other referenced periods should not be given pro
forma effect.  In this regard, the pro forma earnings per share data in the table on page 13
should be provided only for the nine months ended September 30, 2020 and for the year
ended December 31, 2019.  Please also disclose in the table on page 13 the pro forma
weighted average shares outstanding used in the computation.  This comment also applies
to "Selected Consolidated Financial and Operating Data" on page 39.

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 December 30, 2020 Page 2
 FirstName LastName
Alan Yu
Karat Packaging Inc.
December 30, 2020
Page 2

Capitalization , page 37
2.We note your revisions made in response to prior comment 5.  Please include a subtotal
underlined amount for the aggregate total of the long term debt and line of credit along
with underlines for the non-controlling interest and total stockholders' equity line
items and a double underline for total capitalization.

            You may contact Beverly A. Singleton, Staff Accountant, at (202) 551-3328 or Martin
James, Senior Advisor, at (202) 551-3671 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina C. Russo, Esq.

United States securities and exchange commission logo
November 9, 2020
Alan Yu
Chief Executive Officer
Karat Packaging Inc.
6185 Kimball Avenue
Chino, CA 91708
Re:Karat Packaging Inc.
Draft Registration Statement on Form S-1
Submitted October 13, 2020
CIK 0001758021
Dear Mr. Yu:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that 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 that our comments apply to your facts and circumstances or do
not believe that an amendment is appropriate, please tell us why in your response.
            After reviewing the information that 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 submitted October 13, 2020
Summary Selected Consolidated Financial and Operating Data, page 13
1.Please remove the "audited" designation above the columns presenting data as of and for
the years ended December 31, 2019 and 2018.  You may revise the introductory
paragraph to explain clearly that the information for the years ended December 31, 2019
and 2018 was derived from your audited financial statements presented elsewhere in the
filing.  The comment also applies to the "Selected Consolidated Financial and Operating
Data" on page 39 and tables presented in other sections of the filing.
2.Revise the balance sheet data to present amounts and captions that are consistent with the
balance sheets in your financial statements.  For example, the amounts you show for the
total stockholders' equity line item here are shown as "Total Karat Packaging Inc.

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 November 9, 2020 Page 2
 FirstName LastNameAlan Yu
Karat Packaging Inc.
November 9, 2020
Page 2
stockholders' equity"  in the balance sheet at page F-3 and should be revised accordingly.
Also, include a total stockholders' equity caption that is a sum of the "Total Karat
Packaging stockholders' equity" and the noncontrolling interest equity amounts.  The
comment also applies to the "Selected Consolidated Financial and Operating Data" on
page 39.
3.We note that you intend to use part of the net proceeds from the offering for the
repayment of existing indebtedness under your credit facility and other indebtedness.
Please provide pro forma earnings per share data for the latest fiscal year and most recent
interim period, giving impact to the number of common shares whose proceeds will be
used to repay debt, and include a footnote to the table that explains why you are
presenting the information and how the shares have been computed.  Refer to SAB Topic
1.B.3.  This comment also applies to "Selected Consolidated Financial and Operating
Data" on page 39.
Use of Proceeds, page 34
4.If any material part of the proceeds is to be used to discharge indebtedness, state the
interest rate and maturity of the indebtedness.  If the indebtedness to be discharged was
incurred within one year, describe the use of proceeds of the indebtedness other than short
term borrowings used for working capital.  See Item 4 of Form S-1, Item 504 of
Regulation S-K, and Instruction 4 to Item 504 of Regulation S-K.
Capitalization, page 37
5.Please revise the table to address the following items:

•Include a double underline under the cash and cash equivalents amounts.
•Expand the debt section to include also line items for the current portion of your long
term debt as well as for the line of credit as shown on page F-31.
•Expand the total stockholders' equity section to include the treasury stock line item as
shown on page F-31.
•Please recalculate your total capitalization amount.
Selected Consolidated Financial and Operating Data, page 39
6.Refer to the tables on pages 41 and 42 that summarize the consolidation of your VIE,
Global Wells, and please address the following items:

•Revise the EBITDA caption to read Adjusted EBITDA, and cross reference the
caption to a footnote similar to footnote (1) on page 40 that discusses this non-GAAP
measure.
•Tell us where the $2.4 million gain on the sale of assets recognized by the VIE in the
year ended December 31, 2019 is reflected in the column showing the results of
operations for Global Wells.
•If the gain is reflected as "other income (expense)" in the Karat Packaging column,

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 November 9, 2020 Page 3
 FirstName LastNameAlan Yu
Karat Packaging Inc.
November 9, 2020
Page 3
please tell us why, and explain why deducting the $2.4 million gain from the results
of Global Wells when calculating Adjusted EBITDA is consistent with that
presentation.  Otherwise, revise to eliminate the inconsistency.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 44
7.Refer to the tables summarizing your results of operations on pages 44 and 46 and address
the following items:

•Revise to present separately the Adjusted EBITDA amounts as Other Data in order to
distinguish the non-GAAP measures from the GAAP amounts represented.
•Consistent with the data presented, revise the first sentence of the Adjusted EBITDA
discussion on page 45 to disclose correctly that Adjusted EBITDA for the six
months ended June 30, 2019 was $5.6 million and that the comparative increase
in the six months ended June 30, 2020 was $16.8 million rather than $14.4 million.
•Similarly, on page 47, revise to disclose correctly that Adjusted EBITDA for the year
ended December 31, 2019 was $11.3 million rather than $13.7 million, and revise the
computations of the changes from the comparative period, as necessary.

Management, page 70
8.Describe briefly the business experience of Ms. Ann T. Sabahat during the past five
years.  See Item 11(k) of Form S-1 and Item 401(e)(1) of Regulation S-K.
Employment Agreements with Our Named Executive Officers, page 76
9.Disclosure indicates that you intend to enter into employment agreements with each of
your named executive officers other than Mr. Peter Lee.  File the employment agreements
as exhibits to the registration statement.  See Item 16(a) of Form S-1 and Item 601(b)(10)
of Regulation S-K.
Certain Relationships and Related Party Transactions
Lollicup Franchising, page 80
10.You disclose here that you acquired all of the membership interests held by Messrs. Alan
Yu and Marvin Cheng in this entity for $900,000 and that Lollicup Franchising has now
been merged with and into Lollicup USA and is no longer a VIE.  In Note 16, Subsequent
Events on page F-56, you disclose that you acquired all of the membership interests in the
entity for $900,000.  As we note from the "Common Stock Private Placement" discussion
on page 80 that SunTop Holdings also owned an interest in Lollicup Franchising and that
Messrs. Yu and Cheng each owned a 20% interest, please revise to clarify whether you
also acquired the membership interests held by SunTop Holdings and any other holders,
and disclose the amount paid for these interests.  Disclose the percentage of any
noncontrolling interests.  Please revise all sections of the filing to provide clear and

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 November 9, 2020 Page 4
 FirstName LastNameAlan Yu
Karat Packaging Inc.
November 9, 2020
Page 4
consistent disclosure of the transaction.
11.Explain to us your basis in GAAP for concluding that while you held a variable interest in
Lollicup Franchising, you were not the primary beneficiary and you were not required
to consolidate the entity before the September 1, 2020 transaction.  Please cite the
accounting guidance on which you based your conclusion.
Audited Financial Statements for the Year Ended December 31, 2019
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-12
12.Please revise to clarify the date on which you adopted ASC 606, which you disclose here
as December 31, 2019 but which the disclosures on page F-40 appear to indicate is
January 1, 2019.  In addition, tell us how you have complied with the requirements of
ASC 606-10-55-89 through 91 relating to the disclosure of disaggregated revenues by
customer type (distributors, national chains, retail, and online or e-commerce) and by net
sales mix (i.e., distribution and manufacturing) for each period presented.  We note that
you provide revenue by customer type in the June 30, 2020 interim financial statements.
Note 7. Long-Term Debt, page F-20
13.We note disclosure on page F-23 that you were not in compliance with certain financial
covenants as of December 31, 2019 and received a waiver from the financial institution.
Please expand the disclosure to specify which loans within the table did not meet their
financial covenants for which a waiver was received.  Explain the significant terms
or remedy of the waivers as we note from disclosure on page F-51 that you were in
compliance with the financial covenants for all long term debt outstanding at June 30,
2020.
Exhibit 3.2
Article Nine, Section 9.03, Forum Selection, page 14
14.Ensure that the exclusive forum provision in your bylaws states clearly that the provision
does not apply to actions arising under the Securities Act or the Exchange Act, or tell us
how you will inform investors in future filings that the provision does not apply to actions
arising under the Securities Act or the Exchange Act.  In that regard, we note your
disclosure on pages 30 and 83.
            You may contact Beverly A. Singleton, Staff Accountant, at (202) 551-3328 or Martin
James, Senior Advisor, at (202) 551-3671if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.

 FirstName LastNameAlan Yu
 Comapany NameKarat Packaging Inc.
 November 9, 2020 Page 5
 FirstName LastName
Alan Yu
Karat Packaging Inc.
November 9, 2020
Page 5
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina C. Russo, Esq.