RegistrationNo. 333-             

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933 

392East Winchester Street, Fifth Floor

SaltLake City, Utah 84107

(801)281-3434

+ 1(801) 560-2003

(Address,including zip code, and telephone number,

includingarea code, of registrant’s principal executive offices)

RagulaBhaskar

Sanchaita Datta

FatPipe,Inc.

392East Winchester Street, Fifth Floor

SaltLake City, Utah 84107

(801)281-3434

(Name,address, including zip code, and telephone number,

includingarea code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☐

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Subjectto completion, dated                        ,2024

PRELIMINARYPROSPECTUS

                         Shares

FatPipe,Inc.

CommonStock

Thisis the initial public offering of           shares of the common stock, no parvalue per share, of FatPipe, Inc., a Utah corporation (the “Company,” “FatPipe,” “we,” “us,”or “our”). Prior to this offering, there has been no public market for our common stock. The initial public offering priceis expected to be between $         and $        pershare of common stock.

Weintend to apply to have our common stock listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “FATN.”

Thisoffering is being underwritten on a firm commitment basis. We have granted the underwriters an option to buy up to an additional          shares of common stock from us to cover over-allotments, which the underwriters may exercise at any time and from time to time duringthe 45-day period following the closing of this offering.

Investingin our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 4 of this prospectusfor a discussion of information that should be considered in connection with an investment in our securities.

Weare an “emerging growth company” under the federal securities laws and may elect to comply with certain reduced public companyreporting requirements for future filings.

Neitherthe Securities and Exchange Commission nor any foreign or state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Wehave granted the underwriters an option to purchase an additional         shares of commonstock from us, at the public offering price per share, less underwriting discounts and commissions, for 45 days from the dateof this prospectus.

Theunderwriters expect to deliver the shares of common stock to the purchasers on or about         ,2024.

Thedate of this prospectus is           , 2024.

Roth Capital Partners

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information.If anyone provides you with different or inconsistent information, you should not rely on it. The information contained in this prospectusis accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changedsince such date. Other than as required under the federal securities laws, we undertake no obligation to publicly update or revise suchinformation, whether as a result of new information, future events or any other reason.

Thedistribution of this prospectus and the offering of our securities in certain jurisdictions may be restricted by law. This prospectusdoes not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offeror solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so to any person towhom it is unlawful to make such offer or solicitation. See the section titled “Underwriting” beginning on page 52 of thisprospectus. In this prospectus, references to “FatPipe,” “the Company,” “we,” “us,” and“our” refer to FatPipe, Inc. and its subsidiaries. Unless otherwise specified, all dollar amounts are expressed in UnitedStates dollars.

INDUSTRYAND MARKET DATA

Thisprospectus contains statistical data, estimates, and forecasts that are based on various sources, including independent industry publicationsand other publicly available information, as well as other information based on our internal sources. This information involves a numberof assumptions and limitations, and you are cautioned not to give undue weight to these data, estimates, and forecasts. We have not independentlyverified the accuracy or completeness of the data contained in these industry publications and other publicly available information.Our industry and market data are subject to a variety of risks and uncertainties, including those described in the section titled “RiskFactors,” which could cause results to differ materially from those expressed in these publications and reports.

Certaininformation in the text of this prospectus is from industry data sources and publicly available data and reports. The content of thebelow sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and isnot incorporated herein. The sources are provided below:

RISKFACTORS

Youshould carefully consider the risks and uncertainties described below as well as other information provided to you in this document,including information in the section of this document titled “Special Note Regarding Forward-Looking Statements.” The occurrenceof any of the following risks, as well as any risks or uncertainties not currently known to us or that we currently do not believe tobe material, could materially and adversely affect our business, financial condition or results of operations could be materially adverselyaffected, the value of our common stock could decline, and you may lose all or part of your investment.   

Summaryof Risk Factors

RisksRelated to Our Business and Financial Position  

Ouroperating results are likely to vary significantly and be unpredictable.

Ouroperating results have historically varied from period to period, and we expect that they will continue to do so as a result of a numberof factors, many of which are outside of our control or may be difficult to predict, including:

Anyone of the factors above or the cumulative effect of some of the factors referred to above may result in significant fluctuations inour quarterly financial and other operating results. This variability and unpredictability could result in our failing to meet our internaloperating plan or the expectations of securities analysts or investors for any period. If we fail to meet or exceed such expectationsfor these or any other reasons, the market price of our shares could fall substantially and we could face costly lawsuits, includingsecurities class action suits. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the negative impacton margins in the short term.

Werely heavily on our reselling partners and our ability to work with suitable partners may impact our growth plans.

Withinour partner network, our two largest distribution relationship accounted for over 49.5% of our total revenues in our fiscalyear ended March 31, 2024 and 50.8% of our total revenues in our fiscal year ended March 31, 2023. We continue toengage with new partners and expand our existing relationships to mitigate customer concentration risk. Additionally, we are in discussionswith multiple potential partners in Southeast Asia to address the Southeast Asia market and there are no assurances we will find a suitablequalified partners.

Ifwe are unable to develop and introduce new software solutions and improve existing software solutions in a cost-effective and timelymanner, then our competitive position may be negatively impacted and our business, results of operations, and financial condition maybe adversely affected.

Ifwe are unable to adapt to rapidly evolving technological advancements and market demands within the enterprise network software sector,our competitive position could be undermined, leading to adverse effects on our business, results of operations, and financial condition.The network software industry is characterized by swift changes in customer preferences, emerging security threats, and evolving performanceexpectations. Failing to anticipate and address these shifts could result in our solutions becoming outdated or less effective, whichmay cause customers to seek alternatives from our competitors. Additionally, the complex nature of SD-WAN, SASE, and SIEM solutions demandcontinuous R&D efforts to ensure compatibility with new networking protocols, hardware platforms, and cloud architectures.Delays or inefficiencies in the development processes could hinder our ability to capture new market opportunities and retain existingcustomers. Therefore, our inability to proactively develop and introduce innovative solutions, as well as enhance our existing offerings,could weaken our competitive stance and negatively impact our overall business prospects.

Weinvest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitiveposition may be negatively impacted and our business, results of operations, and financial condition may be adversely affected.

Oursuccess depends heavily on our ability to attract and retain highly skilled and experienced R&Dpersonnel. The network software industry is marked by rapid technological advancements, evolving market trends, and intense competition.If we fail to effectively recruit and retain top-tier R&D personnel, our capacity to innovate, develop new solutions, and enhanceexisting software solutions may be compromised. Competition for skilled engineers and developers is strong, and an inability toassemble a proficient R&D team could hinder our ability to respond promptly to market demands and stay ahead of technological shifts.Though we mitigate this with our robust talent development pipeline, a shortage of qualified candidates may negatively impact our performance.Furthermore, if key R&D personnel were to leave or if we encounter challenges in maintaining a collaborative and innovative workenvironment, our research outcomes might suffer, negatively impacting the quality and speed of our software development. In suchscenarios, our competitive standing could weaken, potentially leading to a decline in market share, revenue, and overall business performance.

Weoperate in a highly competitive market.

Theintense competition within our market poses a risk to our business operations, financial performance, and overall market position. Ourindustry is comprised of a number of players, including both established companies and emerging startups. As a result, we face pressureto differentiate our offerings, maintain competitive pricing, and consistently deliver high-quality solutions. If we fail to navigatethis competitive landscape, we could experience challenges in acquiring new customers, expanding our market share, and retaining existingcustomers. Furthermore, the emergence of new competitors or the rapid advancement of alternative technologies could disrupt our currentbusiness model. Therefore, our ability to successfully compete is critical to our long-term success.

Increasesin costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations,and financial condition.

Fluctuationsor increases in the costs of materials and components to our hardware or software solutions pose a risk to our business. When customerscannot host our software solutions, we procure hardware components to deploy to customer sites. Any significant rise in these costs,whether due to supply chain disruptions, market volatility, or external factors, could lead to elevated production expenses and impactour profit margins or customer demand if the cost is passed on. Failure to manage and mitigate these cost pressures could impact profitabilityor revenue. Additionally, if we are unable to adapt to changing cost dynamics, it could impede our ability to invest in R&Dor expansion efforts, further limiting our growth prospects. Therefore, our capability to effectively manage material and component costsis a factor in our operational resilience and long-term financial success.

Adverseeconomic conditions, such as a possible recession and possible impacts of inflation or stagflation, increasing or decreasing interestrates, reduced information technology spending or any economic downturn or recession, may adversely impact our business.

Ourbusiness depends on the overall demand for information technology and on the economic health of our current and prospective customers.In addition, the purchase of our software solutions is often discretionary and may involve a significant commitment of capital and otherresources. Weak global and regional economic conditions, fluctuating spending environments, a potential recession, the effects of ongoingor increased inflation, possible stagflation in certain geographies, variable interest rates, geopolitical instability and uncertainty,a reduction in information technology spending regardless of macroeconomic conditions, the effects of epidemics and pandemics, and theimpact of the war in Ukraine each could have a material adverse impact on our financial condition, results of operations, and our business.Our inability to mitigate any of the foregoing events may result in longer sales cycles, a decrease in prices of our software solutions,increased component costs, higher default rates among our channel partners, reduced unit sales, or a decline in growth.

Theexistence of inflation in certain economies has resulted in, and may continue to result in, increasing or decreasing interest rates andcapital costs, increased component or shipping costs, increased costs of labor, weakening exchange rates and other similar effects. Wemay not be able to successfully mitigate these risks in a timely manner. These economic challenges may also adversely impact spendingpatterns by our distributors, resellers and end-customers.

Ourbillings, revenue and free cash flow growth may slow or may not continue, and our operating margins may decline.

Wemay experience slowing growth or a decrease in billings, revenue, operating margin and free cash flow for a number of reasons, includinga slowdown in demand for our hardware or software solutions, a shift in demand from hardware to software solutions, decrease in revenuegrowth, increased competition, worldwide or regional economic challenges based on inflation or possible stagflation, a regional or globalrecession, rising interest rates, the war in Ukraine, a decrease in the growth of our overall market or softness in demand in certaingeographies or industry verticals, such as the service provider industry, changes in our strategic opportunities, execution risks, lowersales productivity and our failure for any reason to continue to capitalize on sales and growth opportunities due to other risks identifiedin the risk factors described in this prospectus. Our expenses, as a percentage of total revenue, may be higher than expected if ourrevenue is lower than expected. If our investments in sales and marketing and other functional areas do not result in expected billingsand revenue growth, we may experience margin declines. In addition, we may not be able to sustain profitability in future periods ifwe fail to increase billings, revenue or deferred revenue, and do not appropriately manage our cost structure, free cash flow, or encounterunanticipated liabilities. As a result, any failure by us to maintain profitability and margins and continue our billings, revenue andfree cash flow growth could cause the price of our common stock to materially decline.

Weare dependent on the continued services and performance of our senior management, the loss of any of whom could adversely affect ourbusiness, operating results and financial condition.

Ourfuture performance depends on the continued services and continuing contributions of our senior management to execute on our businessplan and to identify and pursue new opportunities and software solutions. The loss of services of members of senior management, or ofany of our senior sales leaders or functional area leaders, could significantly delay or prevent the achievement of our development andstrategic objectives. The loss of the services or the distraction of our senior management for any reason could adversely affect ourbusiness, financial condition and results of operations.

Dr.Bhaskar and Ms. Datta are the primary inventors of our Company’s technology and have been instrumental in developing key partnerships.While our management team also supports the continuing operations, our two founders continue to play a key role in the company and indeveloping new ideas and building new partnerships.

Ifwe are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition wouldbe adversely affected.

Hiringand retaining qualified executives, developers, engineers, technical staff, and sales representatives are critical to our business. Thecompetition for highly skilled employees in our industry is increasingly intense. Competitors for technical talent increasingly may seekto hire our employees. Changes in the interpretation and application of employment-related laws to our workforce practicesmay also result in increased operating costs and less flexibility in how we meet our changing workforce needs. To help attract, retain,and motivate qualified employees, we intend to use employee incentives such as share-based awards. Our employee hiring and retentionalso depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice. Ifour share-based or other compensation programs and workplace culture cease to be viewed as competitive, our ability to attract, retain,and motivate employees would be weakened, which would harm our results of operations. Equity compensation has been, and will continueto be, an important part of our future compensation strategy and a significant component of our future expenses, which we expect to increaseover time. Moreover, sustained declines in our stock price can reduce the retention value of our share-based awards. If we do not effectivelyhire, onboard, retain, and motivate key employees, then our business, results of operations, and financial condition would be adverselyaffected.

Changesin our management team can also disrupt our business. Our management and senior leadership team has significant industry experience,and their knowledge and relationships would be difficult to replace. Leadership changes may occur from time to time, and we cannot predictwhether significant resignations will occur or whether we will be able to recruit qualified personnel.

Wemay need to raise additional capital in the future, which may not be available on terms acceptable to us, or at all.

Amajority of our operating expenses are for sales and marketing, and R&D activities. Our capital requirements will depend onmany factors, including, but not limited to:

Ifour capital requirements are materially different from those currently planned, we may need additional capital sooner than anticipated.If additional funds are raised through the issuance of equity or convertible debt securities, our stockholders may be diluted. Additionalfinancing may not be available on favorable terms, on a timely basis, or at all. If adequate funds are not available or are not availableon acceptable terms, we may be unable to continue our operations as planned, develop or enhance our solutions, expand our sales and marketingprograms, take advantage of future opportunities, or respond to competitive pressures.

RisksRelated to Our Sales and End-Customers

Ifwe do not increase the effectiveness of our sales organization, we may have difficulty adding new end-customers or increasing sales toour existing end-customers and our business may be adversely affected.

Althoughwe have a channel sales model, sales in our industry are complex and members of our sales organization often engage in direct interactionwith our prospective end-customers, particularly for larger deals involving larger end-customers. Therefore, we continue to be substantiallydependent on our sales organization to obtain new end-customers and sell additional software solutions and services to our existingend-customers. There is significant competition for sales personnel with the skills and technical knowledge that we require, includingexperienced enterprise sales employees and others. Our ability to grow our revenue depends, in large part, on our success in recruiting,training and retaining sufficient numbers of sales personnel to support our growth and on the effectiveness of our sales strategy, salesexecution, and sales personnel selling successfully in different contexts, each of which has its own different complexities, approachesand competitive landscapes, such as managing and growing the channel business for sales to small businesses and more actively sellingto the end-customer for sales to larger organizations. New hires require substantial training and may take significant time before theyachieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unableto hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. Furthermore,hiring sales personnel in new countries requires additional setup and upfront costs that we may not recover if the sales personnel failto achieve full productivity. If our sales employees do not become fully productive on the timelines that we have projected, our revenuemay not increase at anticipated levels and our ability to achieve long-term projections may be negatively impacted. If we are unableto hire and train sufficient numbers of effective sales personnel, the sales personnel are not successful in obtaining new end-customersor increasing sales to our existing customer base or sales personnel do not effectively sell our Enhanced Platform Technology software solutions,our business, operating results and prospects may be adversely affected. If we do not hire properly qualified and effective salesemployees and organize our sales team effectively to capture the opportunities in the various customer segments we are targeting, ourgrowth and ability to effectively support growth may be harmed.

Inaddition, in light of macroeconomic trends and in the event of sales execution challenges for any reason, we may face excess sales capacity,low sales productivity generally, and a decline in productivity in our sales organization. If we are not able to align our sales capacityand market demand, or if the productivity of our sales organization decreases, our operating results and financial condition could beharmed.

Unlesswe continue to develop better market awareness of our company and our software solutions, and to improve lead generation and sales enablement,our revenue may not continue to grow.

Increasedmarket awareness of our capabilities and software services and increased lead generation are essential to our continued growth andour success in all of our markets, particularly the market for sales to large businesses, service providers and governmentorganizations. While we have increased our investments in sales and marketing, it is not clear that these investments will continueto result in increased revenue. If our investments in additional sales personnel or our marketing programs are not successful incontinuing to create market awareness of our company and software solutions or increasing lead generation, in growingbillings for our broad software solutions or if we experience turnover and disruption in our sales and marketing teams, wemay not be able to achieve sustained growth, and our business, financial condition and results of operations may be adverselyaffected.

RisksRelated to Our Industry, Customers, Software and Services

Weface competition in our market and we may not maintain or improve our competitive position.

Themarket for network security software solutions is competitive and dynamic and we expect to face competitors across different cybersecuritymarkets.

Someof our existing and potential competitors enjoy competitive advantages such as:

Inaddition, certain of our larger competitors have broader product offerings, and leverage their relationships based on other productsor incorporate functionality into existing products in a manner that discourages customers from purchasing our software solutions. Theselarger competitors often have broader product lines and market focus, and are in a better position to withstand any significant reductionin capital spending by end-customers in these markets. Therefore, these competitors will not be as susceptible to downturns in a particularmarket. Also, many of our smaller competitors that specialize in providing protection from a single type of security threat are oftenable to deliver these specialized security products to the market more quickly than we can.

Conditionsin our markets could change rapidly and significantly as a result of technological advancements or continuing market consolidation. Ourcompetitors and potential competitors may also be able to develop products or services, and leverage new business models, thatare equal or superior to ours, achieve greater market acceptance of their products and services, disrupt our markets, and increase salesby utilizing different distribution channels than we do. In addition, current or potential competitors may be acquired by third partieswith greater available resources, and new competitors may arise pursuant to acquisitions of network security companies or divisions.As a result of such acquisitions, competition in our market may continue to increase and our current or potential competitors might beable to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their productsand services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily,or develop and expand their product and service offerings more quickly than we do. In addition, our competitors may bundle products andservices competitive with ours with other products and services. Customers may accept these bundled products and services rather thanseparately purchasing our software solutions and services. As our customers refresh the security products bought in prior years,they may seek to consolidate vendors, which may result in current customers choosing to purchase products from our competitors on anongoing basis. Due to budget constraints or economic downturns, organizations may be more willing to incrementally add solutions to theirexisting network security infrastructure from competitors than to replace it with our solutions. These competitive pressures in our marketor our failure to compete effectively may result in price reductions, fewer customer orders, reduced revenue and gross margins and lossof market share.

Ifour new software solutions and enhancements do not achieve sufficient market acceptance, our results of operations and competitive positionwill suffer.

Wespend substantial amounts of time and money to internally develop software solutions and enhance versions of our softwarein order to incorporate additional features, improved functionality or other enhancements in order to meet our customers’ rapidlyevolving demands for network security in our highly competitive industry. When we develop a software solution, or an enhanced versionof an existing software, we typically incur expenses and expend resources upfront to market, promote and sell the new offering. Therefore,when we develop and introduce new or enhanced software solutions, they must achieve high levels of market acceptance in order to justifythe amount of our investment in developing and bringing them to market.

Ournew hardware, software solutions or enhancements could fail to attain sufficient market acceptance for many reasons, including:

Ifour new hardware, software solutions or enhancements do not achieve adequate acceptance in the market, our competitive position willbe impaired, our revenue will be diminished and the effect on our operating results may be particularly acute because of the significantresearch, development, marketing, sales and other expenses we incurred in connection with our offerings.

Demandfor our software solutions may be limited by market perception that individual software solutions from one vendor that provide multiplelayers of security protection in one offering are inferior to point solution network security solutions from multiple vendors.

Salesof many of our software solutions depend on increased demand for incorporating broad security functionality into one application. Ifthe market for these solutions fails to grow as we anticipate, our business will be negatively impacted. Target customersmay view “all-in-one” network security solutions as inferior to security solutions from multiple vendors based on their perceptionthat security functions from one vendor restrict users from choosing amongst the wide range of dedicated security applications available.Target customers might also perceive that, by combining multiple security functions into a single platform, our solutions create a “singlepoint of failure” in their networks, which means that an error, vulnerability or failure of our offerings may place the entirenetwork at risk. In addition, the market perception that “all-in-one” solutions may be suitable only for small and medium-sizedbusinesses because such solution lacks the performance capabilities and functionality of other solutions may harm our sales to largebusinesses, service provider and government organization end-customers. If the foregoing concerns and perceptions become prevalent, evenif there is no factual basis for these concerns and perceptions, or if other issues arise with our market in general, demand for multi-securityfunctionality software solutions could be severely limited, which would limit our growth and harm our business, financial condition andresults of operations. Further, a successful and publicized targeted attack against us, exposing a “single point of failure”,could significantly increase these concerns and perceptions and may harm our business and results of operations.

Iffunctionality similar to that offered by our software solutions is incorporated into our competitors’ existing network infrastructureproducts, our customers may decide against adding our appliances to their network, which would have an adverse effect on our business.

Large,well-established providers of networking equipment and may continue to introduce, network security features thatcompete with our software solutions, either in standalone security products or as additional features in their network infrastructureproducts. The inclusion of, or the announcement of an intent to include, functionality perceived to be similar to that offered by oursecurity solutions that are already generally accepted as necessary components of network architecture may have an adverse effect onour ability to market and sell our software solutions. Furthermore, even if the functionality offered by network infrastructure providersis more limited than our software solutions, a significant number of customers may elect to accept such limited functionality in lieuof adding appliances from an additional vendor such as us. Many organizations have invested substantial personnel and financial resourcesto design and operate their networks and have established deep relationships with other providers of networking products, which may makethem reluctant to add new components to their networks, particularly from other vendors such as us. If organizations are reluctant toadd additional network infrastructure from new vendors or otherwise decide to work with their existing vendors, our business, financialcondition and results of operations will be adversely affected.

Becausesome of the key components in our hardware come from limited sources of supply, we are susceptible to supply shortages, long or uncertainlead times for components, and supply changes, each of which could disrupt or delay our scheduled software deliveries to our customers,result in inventory shortage, cause loss of sales and customers or increase component costs resulting in lower gross margins and freecash flow.  

Ourcontract manufacturers currently purchase severalkey parts and components for our hardware from limited sources of supply. We are therefore subject to the risk of shortagesor uncertain lead times in the supply of these components and the risk that component suppliers may discontinue or modify componentsused in our software. We have in the past experienced uncertain lead times for certain components. The introduction by componentsuppliers of new versions of their products, particularly if not anticipated by us or our contract manufacturers, could require us toexpend significant resources to incorporate these new components into our solutions. In addition, if these suppliers were to discontinueproduction of a necessary part or component, we would be required to expend significant resources and time in locating and integratingreplacement parts or components from another vendor. Qualifying additional suppliers for limited source parts or components can be time-consumingand expensive.

If we are unable to obtain sufficient quantities of hardware, we may have to find alternate sources. This could resultin a delay and cancellationof orders, lost sales, reduced gross margins or damage to our end-customer relationships, which would adversely impact our business,financial condition, results of operations and prospects. Additionally, if actual demand does not directly match with our demand forecasts,due to our purchase order commitments, we could be required to accept or pay for components and finished goods. This may result in usdiscounting our hardware or excess or obsolete inventory, which we would be required to write down to its estimated realizable value,which in turn could result in lower gross margins. Our reliance on a limited number of suppliers involves several additional risks, including:

Theoccurrence of any of these events would be disruptive to us and could seriously harm our business. Any interruption or delay in the supplyof any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable pricesand within a reasonable amount of time, would harm our ability to meet our scheduled hardware deliveries to our distributors, resellersand end-customers. This could harm our relationships with our channel partners and end-customers and could cause delays in the installationof our software solutions and adversely affect our results of operations. In addition, increased component costs could result in lowergross margins.

Thesales prices of our hardware and software solutions may decrease, which may reduce our gross profits and operating margin and may adverselyimpact our financial results and the trading price of our common stock.

Thesales prices for our software solutions may decline for a variety of reasons or the mix of our offerings may change, resulting in lowergrowth and margins based on a number of factors, including competitive pricing pressures, discounts or promotional programs we offer,a change in our available offerings and anticipation of the introduction of new software solutions. We have recently conducted such pricedecreases. Competition continues to increase in the market segments in which we participate, and we expect competition to further increasein the future, thereby leading to increased pricing pressures. Larger competitors with more diverse product offerings may reduce theprice of products and services that compete with ours in order to promote the sale of other products or services or may bundle them withother products or services. Additionally, although we price our software solutions and services worldwide in U.S. dollars, currency fluctuationsin certain countries and regions have in the past, and may in the future, negatively impact actual prices that partners and customersare willing to pay in those countries and regions. Furthermore, we anticipate that the sales prices and gross profits for our hardwareand software solutions will decrease over product life cycles. We cannot ensure that we will be successful in developing and introducingnew offerings with enhanced functionality on a timely basis, or that those offerings, if introduced, will enable us to maintain our prices,gross profits and operating margin at levels that will allow us to maintain profitability.

Thenetwork security market is rapidly evolving and the complex technology incorporated in our software solutions make them difficult todevelop. If we do not accurately predict, prepare for and respond promptly to technological and market developments and changing end-customerneeds, our competitive position and prospects may be harmed.

Thenetwork security market is expected to continue to evolve rapidly. Moreover, many of our end-customers operate in markets characterizedby rapidly changing technologies and business plans, which require them to add numerous network access points and adapt increasinglycomplex networks, incorporating a variety of hardware, software applications, operating systems and networking protocols. In addition,computer hackers and others who try to attack networks employ increasingly sophisticated techniques to gain access to and attack systemsand networks. The technology in our software solutions is especially complex because it needs to effectively identify and respond tonew and increasingly sophisticated methods of attack, while minimizing the impact on network performance. Additionally, some of our newofferings and enhancements may require us to develop new hardware architectures that involve complex, expensive and time-consuming R&Dprocesses. Although the market expects rapid introduction of new software solutions and to respond to new threats, the development ofthese solutions is difficult, the timetable for their commercial release and availability is uncertain, and there can be longtime periods between releases and availability of new software solutions. We have in the past and may in the future experience unanticipateddelays in the availability of new offerings and fail to meet previously announced timetables for such availability. If we do not quicklyrespond to the rapidly changing and rigorous needs of our end-customers by developing, releasing and making available on a timely basisnew software solutions or enhancements that can respond adequately to new security threats, our competitive position and business prospectsmay be harmed.

Ourability to sell our software solutions is dependent on our quality control processes and the quality of our technical support services,and our failure to offer high-quality technical support services could have a material adverse effect on our sales and results of operations.

Onceour software solutions are deployed within our end-customers’ networks, our end-customers depend on our technical support services,as well as the support of our partners and other third parties, to resolve any issues relating to our software. If we, our partners,or other third-parties do not effectively assist our customers in planning, deploying and operating our software, successfully help ourcustomers resolve post-deployment issues, or provide effective ongoing support, our ability to sell additional software solutions toexisting customers may be adversely affected and our reputation with potential customers could be damaged. Many large end-customers,and service providers or government organization end-customers, require higher levels of support than smaller end-customers becauseof their more complex deployments and more demanding environments and business models. If we, our channel partners or other third partiesfail to meet the requirements of our larger end-customers, it may be more difficult to execute on our strategy to increase our penetrationwith large businesses, service providers and government organizations. Our failure to maintain high-quality support services could havea material adverse effect on our business, financial condition and results of operations and may subject us to litigation, reputationaldamage, loss of customers and additional costs.

Ourbusiness is subject to the risks of warranty claims, product returns, product liability and software defects.

Oursoftware solutions are complex and, despite testing prior to their release, have contained and may contain undetected defects or errors,especially when first introduced or when new versions are released. Software errors have affected the performance and effectiveness ofour software solutions and could delay the development or release of new offerings or new versions of our software. This may adverselyaffect our reputation and our end-customers’ willingness to buy software from us, result in litigation and disputes withcustomers, and adversely affect market acceptance or perception of our software solutions. Any such errors or delays in releasingnew software solutions or new versions of our software or allegations of unsatisfactory performance could cause us to lose revenue ormarket share, increase our service costs, cause us to incur substantial costs in redesigning our software, cause us to lose significantend-customers, subject us to litigation, litigation costs and liability for damages and divert our resources from other tasks, any oneof which could materially and adversely affect our business, results of operations and financial condition. Our software solutions mustsuccessfully interoperate with products from other vendors. As a result, when problems occur in a network, it may be difficult to identifythe sources of these problems. The occurrence of hardware and software errors, whether or not caused by our offerings, could delay orreduce market acceptance of our software solutions and have an adverse effect on our business and financial performance, and any necessaryrevisions may cause us to incur significant expenses. The occurrence of any such problems could harm our business, financial condition,and results of operations.

Althoughwe generally have limitation of liability provisions in our standard terms and conditions of sale and back-to-back warranty from ourhardware vendors, they may not fully or effectively protect us from claims if exceptions apply or if the provisions are deemed unenforceable,and in some circumstances, we may be required to indemnify a customer in full, without limitation, for certain liabilities, includingliabilities that are not contractually limited. The sale and support of our software solutions also entail the risk of product liabilityclaims. We maintain insurance to protect against certain claims associated with the use of our software, but our insurance coverage maynot adequately cover any claim asserted against us, if at all, and in some instances may subject us to potential liability that is notcontractually limited. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigationand divert management’s time and other resources.

Ourhistorical financial information may not be representative of our results as a public company.

Thehistorical combined financial information included in this prospectus may not necessarily reflect our results of operations, financialposition, and cash flows in the future or what they would have been had we been a public company during the fiscal years presented.Our historical financial data presented in this prospectus includes costs of our business, which may not, however, reflect the expenseswe would have incurred as a public company for the fiscal years presented. Actual costs that may have been incurred if we hadoperated as a public company would depend on a number of factors, including the chosen organizational structure, the outsourcing of certainfunctions, and other strategic decisions.

RisksRelated to Our Systems and Technology

Ifour internal enterprise IT networks, on which we conduct internal business and interface externally, our operational networks, throughwhich we connect to customers, vendors and partners systems and provide services, or our research and development networks, our back-endlabs and cloud stacks hosted in our data centers, colocation vendors or public cloud providers, through which we research, develop andhost software solutions are compromised, public perception of our offerings may be harmed, our customers may be breached and harmed,we may become subject to liability, and our business, operating results and stock price may be adversely impacted.

Oursuccess depends on the market’s confidence in our ability to provide effective network security protection. Despite our effortsand processes to prevent breaches of our internal networks, systems and websites, we are still vulnerable to computer viruses, break-ins,phishing attacks, ransomware attacks, attempts to overload our servers with denial-of-service, vulnerabilities in vendor hardware andsoftware that we leverage, advanced persistent threats from sophisticated actors and other cyber-attacks and similar disruptions fromunauthorized access to our internal networks, systems or websites. Our security measures may also be breached due to employee error,malfeasance or otherwise, which breaches may be more difficult to detect than outsider threats, and the existing programs and trainingswe have in place to prevent such insider threats may not be effective or sufficient. Third parties may also attempt to fraudulently induceour employees to transfer funds or disclose information in order to gain access to our networks and confidential information. Third partiesmay also send our customers or others malware or malicious emails that falsely indicate that we are the source, potentially causing lostconfidence in us and reputational harm. We cannot guarantee that the measures we have taken to protect our networks, systems and websiteswill provide adequate security. Moreover, because we provide network security software, we may be a more attractive target for attacksby computer hackers and any security breaches and other security incidents involving us may result in more harm to our reputation andbrand than companies that do not sell network security solutions. Hackers and malicious parties may be able to develop and deploy viruses,worms, ransomware and other malicious software programs that attack our software and customers’ data and privacy, that impersonateour update servers in an effort to access customer networks and negatively impact customers, or otherwise exploit any security vulnerabilitiesof our software, or attempt to fraudulently induce our employees, customers or others to disclose passwords or other sensitive informationor unwittingly provide access to our internal networks, systems or data.

Althoughwe take numerous measures and implement multiple layers of security to protect our networks, we cannot guarantee that our security software,processes and services will secure against all threats. Further, we cannot be sure that third parties have not been, or will notin the future be, successful in improperly accessing our systems and our customers’ systems, which could negatively impact us andour customers. An actual breach could significantly harm us and our customers, and an actual or perceived breach, or any other actualor perceived data security incident, threat or vulnerability, that involves our supply chains, networks, systems or websites and/or ourcustomers’ supply chains, networks, systems or websites could adversely affect the market perception of our software andservices and investor confidence in our company. We could also be subject to liability and litigation and reputational harm and our partnersand end-customers may be harmed, lose confidence in us and decrease or cease using our software solutions and services. Any breach of ourinternal networks, systems or websites could have an adverse effect on our business, operating results and stock price.

Ourbusiness and operations have experienced growth in recent periods, and if we do not effectively manage any future growth or are unableto improve our systems, processes, and controls, our operating results could be adversely affected.

Wehave experienced growth and increased demand for our software solutions and subscriptions since 2020. As we have grown, our number ofend-customers has increased, and we have managed more complex deployments of our software solutions and subscriptions with larger end-customers.The growth and expansion of our business and software, subscriptions, and support offerings places a significant strain on our management,operational, and financial resources. To manage any future growth effectively, we must continue to improve and expand our informationtechnology and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount,capital, and processes in an efficient manner.

Wemay not be able to successfully implement, scale, or manage improvements to our systems, processes, and controls in an efficient or timelymanner, which could result in material disruptions of our operations and business. In addition, our existing systems, processes, andcontrols may not prevent or detect all errors, omissions, or fraud. We may also experience difficulties in managing improvements to oursystems, processes, and controls, or in connection with third-party software licensed to help us with such improvements. Any future growthwould add complexity to our organization and require effective coordination throughout our organization. Failure to manage any futuregrowth effectively could result in increased costs, disrupt our existing end-customer relationships, reduce demand for or limit us tosmaller deployments of our software, or materially harm our business performance and operating results.

RisksRelated to Our Intellectual Property

Ourproprietary rights may be difficult to enforce and we may be subject to claims by others that we infringe their propriety technology.

Werely primarily on patent, trademark, copyright and trade secrets laws and confidentiality procedures and contractual provisions to protectour technology. Valid patents may not issue from our pending applications, and the claims eventually allowed on any patents may not besufficiently broad to protect our technology or software. Any issued patents may be challenged, invalidated or circumvented, and anyrights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. Patent applicationsin the United States are typically not published until at least 18 months after filing, or, in some cases, not at all, and publicationsof discoveries in industry-related literature lag behind actual discoveries. We cannot be certain that we were the first to make theinventions claimed in our pending patent applications or that we were the first to file for patent protection. Additionally, the processof obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patentapplications at a reasonable cost or in a timely manner. In addition, recent changes to the patent laws in the United States may bringinto question the validity of certain software patents and may make it more difficult and costly to prosecute patent applications. Asa result, we may not be able to obtain adequate patent protection or effectively enforce our issued patents.

Despiteour efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our software or obtain anduse information that we regard as proprietary. We generally enter into confidentiality or license agreements with our employees, consultants,vendors and customers, and generally limit access to and distribution of our proprietary information. However, we cannot guarantee thatthe steps taken by us will prevent misappropriation of our technology. Policing unauthorized use of our technology or softwareis difficult. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as the lawsof the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties inthe United States. From time to time, legal action by us may be necessary to enforce our patents and other IP rights, to protect ourtrade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement orinvalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operatingresults and financial condition. If we are unable to protect our proprietary rights (including aspects of our software protected otherthan by patent rights), we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, timeand effort required to create the innovative software that have enabled us to be successful to date.

Further,our ability to compete effectively depends in part on our ability to develop and maintain the proprietary aspects of our technology.Our policy is to obtain appropriate proprietary rights protection for any potentially significant new technology acquired or developedby us. We hold 13 U.S. patents, and provisional patent filings.

Inaddition to patent laws, we rely on copyright and trade secret laws to protect our proprietary rights. We attempt to protect our tradesecrets and other proprietary information through agreements with channel partners, distributors, other customers and suppliers, proprietaryinformation agreements with our employees and consultants, and other similar measures. Our primary trademarks are for our name and softwarenames. We cannot be certain that we will be successful in protecting our proprietary rights. While we believe our patents, patentapplications, software and other proprietary know-how have value, changing technology makes our future success dependent principallyupon our ability to successfully achieve continuing innovation.

Litigationmay be necessary in the future to enforce our proprietary rights, to determine the validity and scope of the proprietary rights of others,or to defend us against claims of infringement or invalidity by others. An adverse outcome in such litigation or similar proceedingscould subject us to significant liabilities to third parties, require disputed rights to be licensed from others or require us to ceasemarketing or using certain software, any of which could have a material adverse effect on our business, financial condition, andresults of operations. In addition, the cost of addressing any IP litigation claim, both in legal fees and expenses, as well asfrom the diversion of management’s resources, regardless of whether the claim is valid, could be significant and could have a materialadverse effect on our business, financial condition, and results of operations.

Claimsby others that we infringe their proprietary technology or other litigation matters could harm our business.

Patentand other IP disputes are common in the software related technology industry. As the number of products and competitors in ourmarket increases and overlaps occur, infringement claims may increase. Any claim of infringement by a third party, even those withoutmerit, could cause us to incur substantial costs defending against the claim and could distract our management from our business. Inaddition, litigation may involve patent holding companies, non-practicing entities or other adverse patent owners who have no relevantproduct revenue and against whom our own patents may therefore provide little or no deterrence or protection.

Althoughthird parties may offer a license to their technology, the terms of any offered license may not be acceptable, and the failure to obtaina license or the costs associated with any license could cause our business, financial condition and results of operations to be materiallyand adversely affected. In addition, some licenses may be non-exclusive and, therefore, our competitors may have access to the same technologylicensed to us.

Alternatively,we may be required to develop non-infringing technology, which could require significant time, effort and expense, and may ultimatelynot be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from providingcertain software solutions that requires us to pay substantial damages (including treble damages if we are found to have willfully infringedsuch claimant’s patents or copyrights), royalties or other fees. Any of these events could seriously harm our business, financialcondition and results of operations.

OtherRisks Related to Our Business and Financial Position

Failureto comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to loseend-customers in the public sector or negatively impact our ability to contract with the public sector.

Ourbusiness is subject to regulation by various federal, state, regional, local and foreign governmental agencies, including agencies responsiblefor monitoring and enforcing employment and labor laws, workplace safety, environmental laws, consumer protection laws, anti-briberylaws, data privacy laws, import and export controls, federal securities laws and tax laws and regulations. In certain jurisdictions,these regulatory requirements may vary from those in the United States. Non-compliance with applicable regulations or requirements couldsubject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages and civil and criminal penaltiesor injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, ourbusiness, operating results and financial condition could be adversely affected. In addition, responding to any action will likely resultin a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions andsanctions could harm our business, operating results and financial condition.

Sellingour solutions to the U.S. government, whether directly or through channel partners, also subjects us to certain regulatory and contractualrequirements, government permit and clearance requirements and other risks. Failure to comply with these requirements or to obtain andmaintain government permits and clearances required to do certain business, by either us or our channel partners, could subject us toinvestigations, fines, suspension, limitations on business or debarment from doing business with the U.S. government or one of its divisions,as well as other penalties, damages and reputational harms, which could have an adverse effect on our business, operating results, financialcondition and prospects. Any violations of regulatory and contractual requirements could result in us being suspended or debarred fromfuture government contracting. Any of these outcomes could have an adverse effect on our revenue, operating results, financial conditionand prospects.

Theselaws, regulations and other requirements impose added costs on our business, and failure to comply with these or other applicable regulationsand requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, penalties, terminationof contracts, loss of exclusive rights in our IP and temporary suspension, permanent debarment from government contracting, or otherlimitations on doing business. Any such damages, penalties, disruptions or limitations in our ability to do business with the publicsector could have an adverse effect on our business and operating results.

Weare subject to governmental export and import controls that could subject us to liability or restrictions on sales, and that could impairour ability to compete in international markets.

Becausewe incorporate encryption technology into our software solutions, certain of our software are subject to U.S. export controls and maybe exported outside the United States only with the required export license or through an export license exception, or may be prohibitedaltogether from export to certain countries. If we were to fail to comply with U.S. export laws, U.S. Customs regulations and importregulations, U.S. economic sanctions and other countries’ import and export laws, we could be subject to substantial civil andcriminal penalties, including fines for the company and incarceration for responsible employees and managers, and the possible loss ofexport or import privileges. In addition, if our partners fail to obtain appropriate import, export or re-export licenses or permits(e.g., for stocking orders placed by our partners), we may also be adversely affected through reputational harm and penalties and wemay not be able to provide support related to appliances shipped pursuant to such orders. Obtaining the necessary export license fora particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

Furthermore,U.S. export control laws and economic sanctions prohibit the shipment of certain products to U.S. embargoed or sanctioned countries,governments and persons, such as the sanctions and trade restrictions that have been implemented against Russia and Belarus. Even thoughwe take precautions to prevent our hardware from being shipped to U.S. sanctioned targets, our hardware could be shipped to those targetsby our partners, despite such precautions. Any such shipment could have negative consequences including government investigations andpenalties and reputational harm. In addition, various countries regulate the import of certain encryption technology, including importpermitting and licensing requirements, and have enacted laws that could limit our ability to distribute our software or could limit ourcustomers’ ability to implement our software solutions in those countries. Changes in our hardware and software or changesin export and import regulations may create delays in the introduction of our hardware and software solutions in international markets,or, in some cases, prevent the export or import of our software to certain countries, governments or persons altogether. Any changein export or import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations,or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our softwaresolutions by, or in our decreased ability to export or sell our software solutions to, existing or potential customers with internationaloperations. Any decreased use of our hardware and software or limitation on our ability to export or sell our hardware and software wouldlikely adversely affect our business, financial condition and results of operations.

Investors’expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us tonew risks.

Thereis an increasing focus from certain investors, employees, customers and other stakeholders concerning corporate responsibility, specificallyrelated to ESG matters. Some investors may use these non-financial performance factors to guide their investment strategies and, in somecases, may choose not to invest in us if they believe our policies and actions relating to corporate responsibility are inadequate. Thegrowing investor demand for measurement of non-financial performance is addressed by third-party providers of sustainability assessmentand ratings on companies. The criteria by which our corporate responsibility practices are assessed may change due to the constant evolutionof the sustainability landscape, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfysuch new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies and/or actionswith respect to corporate social responsibility are inadequate. We may face reputational damage in the event that we do not meet theESG standards set by various constituencies.

Ifwe fail to satisfy the expectations of investors, customers, employees, and other stakeholders or our initiatives are not executed asplanned, our reputation and business, operating results and financial condition could be adversely impacted. In addition, the SEC hasalso proposed a draft rule that requires climate disclosures in financial filings. To the extent the SEC proposal becomes effective forour Company, we will be required to establish additional internal controls, engage additional consultants and incur additional costsrelated to evaluating, managing and reporting on our environmental impact and climate-related risks and opportunities. If we fail toimplement sufficient oversight or accurately capture and disclose on environmental matters, our reputation, business, operating resultsand financial condition may be materially adversely affected.

Wehave incurred indebtedness and may incur other debt in the future, which may adversely affect our financial condition and future financialresults.

Asof March 31, 2024, we incurred an aggregate of $2,500,000 of indebtedness outstanding under the Celtic Promissory Note.

Underthe agreements governing our indebtedness, we are permitted to incur additional debt. This debt, and any debt that we may incur in thefuture, may adversely affect our financial condition and future financial results by, among other things:

●increasing our vulnerability to downturns in our business, competitive pressures, and adverse economic and industry conditions;

●requiring the dedication of a portion of our expected cash from operations to service our indebtedness, thereby reducing the amount ofexpected cash flow available for other purposes, including capital expenditures, share repurchases and acquisitions; and

●limiting our flexibility in planning for, or reacting to, changes in our businesses and our industries;

Ifwe are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required, among other things,to seek additional financing in the debt or equity markets, refinance or restructure all or a portion of our indebtedness, sell selectedassets or reduce or delay planned capital, operating or investment expenditures. Such measures may not be sufficient to enable us toservice our debt.

Therepayment obligations under the outstanding debt may have the effect of discouraging, delaying or preventing a takeover of our company.If we were required to pay the note prior to their scheduled maturity, it could have a negative impact on our cash position and liquidityand impair our ability to invest financial resources in other strategic initiatives.

Inaddition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of our debt, as well as affect our ability to obtain additional financing in the future and may negatively impact the terms of any suchfinancing.

RisksRelated to Finance, Accounting and Tax Matters

Ifour estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect,our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

Thepreparation of financial statements in conformity with generally accepted accounting principles requires management to make estimatesand assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base ourestimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as providedin the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—CriticalAccounting Policies and Estimates.” Our operating results may be adversely affected if our assumptions change or if actual circumstancesdiffer from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts andinvestors, resulting in a decline in our stock price. Significant assumptions and estimates used in preparing our condensed consolidatedfinancial statements include those related to revenue recognition, deferred contract costs and commission expense, accounting for businesscombinations, contingent liabilities and accounting for income taxes.

Weare affected by fluctuations in currency exchange rates, including those in connection with recent inflationary trends in the UnitedStates.

Weare exposed to both adverse and advantageous movements in currency exchange rates. Our functional currency is the U.S. dollar, and weincur financial expenses in connection with fluctuations in value due to foreign exchange differences between our monetary assets andliabilities denominated in United States dollars and, to a much lesser extent, the Indian Rupee, and other currencies. Although mostof our sales occur in U.S. dollars, and our financial results are reported in U.S. dollars, a portion of our payroll and other operatingexpenses are accrued in Indian Rupees. An increase in the value of the dollar will increase the real cost to our customers of our solutionsin those markets outside the U.S. where we sell in dollars. Changes in exchange rates would adversely affect our business, results ofoperations, and financial condition.

Wecould be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation, exposure to additional tax liabilitiesor impacts from the timing of tax payments.

Weare subject to taxes in the United States and other foreign jurisdictions. Our provision for income taxes is subject tovolatility and could be adversely affected by several factors, many of which are outside of our control. These include:

Significantjudgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuationallowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibilityof tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized,we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determinationis made.

Forecastingour estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our forecastedand actual tax rates.

Forecastsof our income tax position and effective tax rate are complex, subject to uncertainty and periodic updates because our income tax positionfor each year combines the effects of a mix of profits earned and losses incurred by us in various tax jurisdictions with a broad rangeof income tax rates, as well as changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rulesand changes to these rules and tax laws, the results of examinations by various tax authorities, and the impact of any acquisition, businesscombination or other reorganization or financing transaction. To forecast our global tax rate, we estimate our pre-tax profits and lossesby jurisdiction and forecast our tax expense by jurisdiction. If the mix of profits and losses, our ability to use tax credits or oureffective tax rate in a given jurisdiction differs from our estimate, our actual tax rate could be materially different than forecasted,which could have a material impact on our results of business, financial condition and results of operations. Additionally, our actualtax rate may be subject to further uncertainty due to potential changes in U.S. and foreign tax rules.

TheOrganization for Economic Co-operation and Development (the “OECD”), an international association comprised of 38 countries,including the United States, has issued and continues to issue guidelines and proposals that change various aspects of the existing frameworkunder which our tax obligations are determined in many of the countries in which we do business. Due to our extensive international businessactivities, any changes in the taxation of such activities could increase our tax obligations in many countries and may increase ourworldwide effective tax rate.

RisksRelated to Ownership of Our Common Stock

Asa public company, we will be subject to compliance initiatives that will require substantial time from our management and result insignificantly increased costs that may adversely affect our operating results and financial condition.

TheSarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), Dodd-Frank and other rules implemented by the SEC and The Nasdaq Stock Marketimpose various requirements on public companies, including requiring changes in corporate governance practices. These requirements, aswell as proposed corporate governance laws and regulations under consideration, may further increase our compliance costs. If compliancewith these various legal and regulatory requirements diverts our management’s attention from other business concerns, it couldhave a material adverse effect on our business, financial condition and results of operations. Sarbanes-Oxley requires, among other things,that we assess the effectiveness of our internal control over financial reporting annually, and of our disclosure controls and proceduresquarterly. Although our most recent assessment, testing and evaluation resulted in our conclusion that, as of March 31, 2024,our internal controls over financial reporting were effective, we cannot predict the outcome of our testing in 2025 or futureperiods and there can be no assurance that, in the future, our internal controls over financial reporting will be effective or deemedeffective. The Company has put in place internal procedures to conduct secondary reviews of financial statements and enhancedinternal controls. We may incur additional expenses and commitment of management’s time in connection with further evaluations,both of which could materially increase our operating expenses and accordingly reduce our operating results.

Ifsecurities or industry analysts stop publishing research or publish inaccurate or unfavorable research about our business, our stockprice and trading volume could decline.

Thetrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. If we do not maintain adequate research coverage, if one or more of the analysts who cover us downgrades our stockor publishes inaccurate or unfavorable research about our business or if our results or forecasts fail to meet the expectations of researchanalysts and investors, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publishreports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline. If securitiesanalysts publish inaccurate positive information, stockholders could buy our stock and the stock price may later decline.

GeneralRisks

Globaleconomic uncertainty, an economic downturn, the possibility of a recession, inflation, rising interest rates, weakening product demandcaused by political instability, changes in trade agreements and conflicts such as the war in Ukraine, could adversely affect our businessand financial performance.

Economicuncertainty in various global markets caused by political instability and conflict, such as the war in Ukraine, and economic challengescaused by the economic downturn, any resulting recession, inflation or rise in interest rates has resulted, and may continue to result,in weakened demand for our software solutions and difficulty in forecasting our financial results. Political developments impacting governmentspending and international trade, including potential government shutdowns and trade disputes and tariffs may negatively impact marketsand cause weaker macroeconomic conditions. The effects of these events may continue due to potential U.S. government shutdowns and thetransition in administrations, and the United States’ ongoing trade disputes with Russia, China and other countries. The continuingeffect of any or all of these events could adversely impact demand for our software solutions, harm our operations and weaken our financialresults.

Inaddition, the U.S. capital markets have experienced and continue to experience extreme volatility and disruption. Inflation rates inthe United States significantly increased in 2023 resulting in federal action to increase interest rates, adversely affecting capitalmarkets activity. Further deterioration of the macroeconomic environment and regulatory action may adversely affect our business, operatingresults and financial condition. Moreover, there has been recent turmoil in the global banking system. For example, in March 2023, SiliconValley Bank (“SVB”) was put into receivership by the Federal Deposit Insurance Corporation and subsequently sold. Other banksat risk of failure have been subsequently sold, including First Republic Bank in May 2023, and there is concern that more banks couldbe at risk of the same fate. Continued instability in the global banking system may negatively impact us or our customers, includingour customers’ ability to pay for our platform, and adversely impact our business and financial condition. Moreover, events suchas the closure of SVB, in addition to global macroeconomic conditions discussed above, may cause further turbulence and uncertainty inthe capital markets and economy.

Changesin financial accounting standards may cause adverse unexpected fluctuations and affect our reported results of operations.

Achange in accounting standards or practices, and varying interpretations of existing or new accounting pronouncements, as well as significantcosts incurred or that may be incurred to adopt and to comply with these new pronouncements, could have a significant effect on our reportedfinancial results or the way we conduct our business. If we do not ensure that our systems and processes are aligned with the new standards,we could encounter difficulties generating quarterly and annual financial statements in a timely manner, which could have an adverseeffect on our business, our ability to meet our reporting obligations and compliance with internal control requirements.

Managementwill continue to make judgments and assumptions based on our interpretation of new standards. If our circumstances change or if actualcircumstances differ from our assumptions, our operating results may be adversely affected and could fall below our publicly announcedguidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock. Further,marketable equity investments are required to be measured at fair value (with subsequent changes in fair value recognized in net income),which may increase the volatility of our earnings.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. Forward-lookingstatements give our current expectations or forecasts of future events and can be identified by the fact that they do not relatestrictly to historical or current facts. In particular, these include statements relating to future actions, prospective products, market acceptance, futureperformance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedingsand financial results. Forward-looking statements involve risks and uncertainties and include statements regarding,among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in ourmarket and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,”“should,” “anticipate,” “estimate,” “plans,” “potential,” “continuing,”“ongoing,” “expects,” “management believes,” “we believe,” “we intend” orthe negative of these words or other variations on these words or comparable terminology.

Examplesof forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, businessprospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptionsrelating to the forward-looking statements include, among others, assumptions regarding demand for our offerings, the cost, terms andavailability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economicconditions. You should not rely on forward-looking statements as predictions of future events. These statements are based on ourmanagement’s expectations, beliefs and assumptions concerning future events affecting us, which are based on currently availableinformation. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectationsand assumptions may prove to be incorrect. Our statements should not read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevantinformation.

Importantfactors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-lookingstatements include, but are not limited to:

Weoperate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predictall of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actualresults to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectusare based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements,you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the datethey are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in lightof new information, future events, or otherwise.

USEOF PROCEEDS

Weestimate that we will receive net proceeds of approximately $        million from the issuance andsale of shares of common stock in this offering, or approximately $               million if the underwriters exercise in full their option to purchase additional securities in full, assuming a public offering priceper share of $            , the midpoint of the estimated offering price range setforth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payableby us.

Each$1.00 increase or decrease in the assumed initial public offering price per share of $         ,the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable,the net proceeds to us from this offering by approximately $              million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and afterdeducting estimated underwriting discounts and commissions and offering expenses payable by us. Similarly, each increase or decreaseof 1.0 million shares in the number shares of common stock offered by us would increase or decrease, as applicable, the net proceedsthat we receive from this offering by $             million, assuming no changein the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and offeringexpenses payable by us.

Weplan to use approximately $        of the net proceeds from this offering for sales and marketing activities,to enhance our customer support operations, and for ongoing corporate purchases and research and development, with the remaining netproceeds to be used for general working capital purposes.

Asof the date of this prospectus, we cannot specify with certainty the specific allocations or all of the particular uses of the net proceedsto be received upon the consummation of this offering. The expected use of net proceeds from this offering represents our intentionsbased upon our present plans and business conditions, which could change in the future as our plans and business conditions evolve. Wemay find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application andspecific allocations of the net proceeds from this offering. Pending the uses described above, we intend to invest the netproceeds from this offering in short- and intermediate-term interest-bearing obligations, investment-grade instruments, or other securities.  

MARKETFOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

MarketPrice for Our Common Stock

Weplan to list our common stock on Nasdaq under the symbol “FATN.” Further, there is no established trading market forthe securities to be offered pursuant to this registration statement.

Holders

Asof July 18, 2024 there were approximately 115 stockholders of record holding 13,017,484 shares of our common stock. The holdersof our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holdersof our common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemptionor sinking fund provisions applicable to our common stock.

DividendPolicy

Wehave never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stockin the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business.Any future determination to pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition,results of operations, capital requirements and such other factors as our Board deems relevant. Our ability to pay cash dividends issubject to limitations imposed by applicable federal and state law, as well as the Celtic Promissory Note (as defined below).

Additionally,in accordance with the promissory note (the “Celtic Promissory Note”) between Celtic Bank Corporation (“Celtic”)and the Company in the amount of $5,000,000 entered into on January 25, 2023, with a maturity date of January 31, 2026, there are certainrestrictions on the Company’s ability to pay any dividends on the Company’s stock (other than dividends payable in its stock),provided, that notwithstanding the foregoing, but only so long as no Event of Default (as defined in the Celtic PromissoryNote) has occurred and is continuing or would result from the payment of dividends, if the Company is a “Subchapter S Corporation”(as defined in the Internal Revenue Code of 1986, as amended), the Company may pay cash dividends on its stock to its shareholders fromtime to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy theirliabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because oftheir ownership of shares of the Company’s stock, or purchase or retire any of the Company’s outstanding shares or alteror amend the Company’s capital structure.

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Transfer Online, Inc.

CAPITALIZATION

Thefollowing table sets forth our capitalization as of March 31, 2024:

Theas-adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offeringprice and other terms of this offering determined at pricing.

Youshould consider this table together with the sections titled “Use of Proceeds” and “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” as well as our audited financial statements and the notes to thosefinancial statements for fiscal years ended March 31, 2024 and 2023 included elsewhere in this prospectus.

Theabove discussion and table are based on 12,449,308 shares of common stock outstanding as of March 31, 2024.

DILUTION

Ifyou invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the differencebetween the assumed combined public offering price per share of common stock and as adjusted, net tangible book value per share of commonstock immediately after this offering.

Ournet tangible book value is the amount of our total tangible assets less our total liabilities. Our net tangible book value as of March31, 2024 was $      , or $       per share of common stock. Aftergiving effect to the assumed sale of              shares of our common stockat an assumed public offering price per share of $      , the midpoint of the estimated offering pricerange set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and offeringexpenses payable by us, our pro forma as adjusted net tangible book value (deficit) as of March 31, 2024, would have been approximately$       per share of common stock.

Thisrepresents an immediate increase in net tangible book value per share of $       to existing stockholdersand an immediate dilution of approximately $       per share to new investors purchasing shares of ourcommon stock in this offering.

Dilutionper share to new investors is determined by subtracting the as adjusted, net tangible book value per share after this offering from thepublic offering price per share paid by new investors.

Thefollowing table illustrates this per share dilution:

A50% increase (decrease) in the assumed public offering price per share of common stock would increase (decrease) the as adjusted, nettangible book value per share by $       ($      ), and the dilution pershare to new investors in this offering by $      ($      ), assuming thenumber of shares of common stock, offered by us, as set forth on the cover page of this prospectus, remain the same and after deductingestimated underwriting discounts and commissions and offering expenses payable by us.

Conversely,a decrease of 50% in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decreasethe as adjusted, net tangible book value by approximately $       per share and increase the dilution toinvestors participating in this offering by approximately $       per share, assuming the assumed publicoffering price per share of common stock remains the same and after deducting estimated underwriting discounts and commissions and offeringexpenses payable by us.

Theinformation above assumes that the underwriters do not exercise their option to purchase additional securities. If the underwriters exercisetheir option to purchase additional securities in full, the as adjusted, net tangible book value will increase to $            per share, representing an immediate increase to existing stockholders of $      per share and an immediatedilution of $       per share to new investors.

Wemay choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient fundsfor our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertibledebt securities, the issuance of these securities could result in further dilution to our stockholders.

Theabove discussion and table are based on 12,449,308 shares outstanding as of March 31, 2024.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with theconsolidated financial statements and related notes to the consolidated financial statements included elsewhere in this prospectus.This discussion contains forward-looking statements that relate to future events or our future financial performance. Thesestatements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity,performance or achievements to be materially different from any future results, levels of activity, performance or achievementsexpressed or implied by these forward-looking statements. These risks and other factors include, among others, those listed under“Special Note Regarding Forward-Looking Statements” and “Risk Factors” and those included elsewhere inthis prospectus.

Overview

FatPipeis a pioneer in enterprise-class, application-aware, secure SD-WAN solutions for organizations, including enterprises, communicationservice providers, security service providers, government organizations, and other middle-market companies. We sell our software solutionsto a diverse group of end users predominately on a subscription basis, and rely on our network of distributors, value-added resellers,ISPs, and other third parties for distribution. We typically maintain a contractual relationship directly with the end-user customerand provide product deployment and ongoing support. We sell our products in the U.S. and South Asia.

FatPipe’sfiscal year ends March 31^st.

Componentsof Results of Operations

Revenue

FatPipederives its revenues from the sale of its software solutions and services, which include an integrated suite of SD-WAN, security andnetwork management capabilities. These solutions are delivered to customers on commodity network servers or virtually for deploymentin a public, private or hybrid cloud environments. Revenues are reported net of marketing development funds provided to our distributionpartners for sales and marketing support. FatPipe Technologies, FatPipe’s subsidiary and consulting group, generally provides consulting,staffing, and engineering services on a project basis.

TheCompany launched software licenses that resulted in increased market acceptance and accelerated revenue growth. Our customer contractsgenerally range from 36 – 60 months and are typically billed on a monthly basis; however, the accounting treatment varies basedon the nature of the service. The majority of our revenue is recognized at a point-in-time once the software solution has beendelivered or ownership has been transferred, and our performance obligations have been satisfied. For clarity, the Company delivers software licenses that are valid for the duration of the contract term (i.e., 36-60months) along with the product. Therefore, the Company recognizes the software license revenue at the time of delivery or transfer ofcontrol. At that point, the performance obligation for the software license has been satisfied. The contract value is recordedas contracts receivable and is transferred to accounts receivables upon invoicing the customer. The Company’s contracts receivableis classified as accounts receivable when the Company’s right to consideration becomes unconditional. The remaining obligationof the contract value is recorded as contract liability. Our deferred revenue consists of the amounts from the service portion of thecontract and is amortized pro-rata over the term of the service agreement. For further details on our revenue recognition policies, pleaserefer to the notes to the consolidated financial statements incorporated in this document.

Costof Revenue

Thecost of revenue includes all costs associated with the network server components, as well as the costs of cloud hosting servicesused for the delivery of our software solutions and services.

GrossProfit

Grossprofit represents the difference between revenue and cost of revenue. Cost of revenue primarily includes the cost of the network serverhardware that is used in certain instances to deliver our software solutions. Gross profit is impacted by our software solutions’average selling price and the revenue mix between solutions and services. We do not use custom hardware and historically have not beenconstrained by access to adequate supplies of hardware required to support our sales. The costs of revenue include all costs associatedwith network server components as well as costs associated with providing services to our customers, including costs associated withhosting our services through Amazon Web Services.

OperatingExpenses

Ouroperating expenses consist of marketing and sales (M&S) expense, general and administrative(“G&A”) expense and product development and expense. Historically, we have not capitalized any material portion ofour product development expense, and we do not have a stock-based compensation plan in place forour employees.

Marketing and Sales Expense

Marketingand sales expenses include the costs associatedwith our sales and product marketing professionals and marketing expenses in support of our distribution partners and direct salesefforts. We incur expenses for such activities as co-marketing, trade show support, travel, promotional materials, and producttraining.

Generaland Administrative Expense

OurG&A expenses primarily include the direct costs associated with corporate functions such as accounting, human resources,administrative support, legal and professional fees, and rent and provisions for bad debt. Additionally, intangible charges, such asdepreciation and amortization expenses, are included in G&A. Depreciation and amortization expenses are primarily related to theamortization of our intellectual property and capitalized leases. We expect that G&A expenses will increase in absolute dollars as we hire additional personnel, improve our information technology infrastructure, and incur other costs for thecompliance requirements of operating as a public company.

ProductDevelopment Expense

FatPipeinvests in ongoing research and development as a core component of its product innovation. These expenses consist primarily of thedirect costs of engineers and technicians who design and test our highly complex software solutions. We record all research anddevelopment R&D expenses as incurred. Our research and development teams are primarily located at our main offices in Salt LakeCity, Utah and Chennai, India.

OperatingResults

Operatingresults reflect the income from operations derived from the sale of our software solutions and services with adjustments for non-operatingincome and expenses such as interest expense, interest income, and foreign exchange losses/gains resulting from our India operations.

Resultsof Operations

Thefollowing table sets for our results of operations for fiscal years ended March 31, 2024 and 2023:

FatPipeInc and Subsidiaries

Consolidated Statementof Operations and Comprehensive Income

Comparisonof Fiscal Years Ended March 31, 2023 and 2024

Revenue

Inthe fiscal year ended March 31, 2024, net revenue was $17,860,909, an increase of $2,065,167, or 13%,from the prior fiscal year ended March 31, 2023. Product and service revenue of $15,002,917 increased by 21.1% over the prior fiscal year. The increase in revenue was primarily due to increased sales of oursoftware solutions and services. Additionally, new software license sales and increased marketing by our partners resulted ingreater market acceptance and revenue.

Costof Revenue

Inthe fiscal year ended March 31, 2024, our cost of revenue was $1,069,574, a decrease of $32,926, or 3%from the fiscal year ended March 31, 2023. The cost of goods associated with revenue decreased as a result of increasedsales of FatPipe product and services. The cost of revenue includes costs associated with providing services to our customers,such as costs associated with hosting our cloud services.

GrossProfit and Gross Margin

Inthe fiscal year ended March 31, 2024, our gross profit was $16,791,336 an increase of $2,098,094 or 14%,from the fiscal year ended March 31, 2023. The increase in gross profit reflects an increase in net revenue. Our base costshave remained relatively steady. As a result, the increase in revenue is directly reflected in the increase of gross profits.

Ourgross margin increased from 93% in the fiscal year ended March 31, 2023 to 94% for the fiscal year endedMarch 31, 2024.

Marketingand Sales Expense

Inthe fiscal year ended March 31, 2024, our Marketing and Sales expense remained steady at $3,396,136, an increaseof $43,873, or 1%, compared to the prior fiscal year. This was largely the result of prioritization of high-return marketingexpenditures in the fiscal year ended March 2024.

Generaland Administrative Expense

Inthe fiscal year ended March 31, 2024, our General and Administrative expense was $3,151,924, a decrease of $473,819,or 13%,compared to the prior fiscal year. This decrease was largely attributable to reduction in bad debt write-off.

ProductDevelopment Expense

ProductDevelopment expense in the fiscal year ended March 31, 2024, was $1,737,588, a decrease of $59,217 or 3%compared to the prior fiscal year.

EmployeeCost Expense

Employeecost expenses in the fiscal year ended March 31, 2024, were $2,867,360, an increase of $188,080 or a 7%increase compared to the prior fiscal year. The increase in employee cost expense is attributable to salary and bonusincreases for employees.

Depreciationand Amortization Expense

Depreciationand amortization expense in the fiscal year ended March 31, 2024 was $699,257, an increase of $116,931, or 20%, comparedto the prior fiscal year, resulting primarily from the new accounting treatment of patent amortization. These expenses are categorized under general and administrative expenses.

Non-operatingIncome (Expenses)

Interestincome during the fiscal year ended March 31, 2024 was $27,261, an increase of $27,127, compared to the prior fiscalyear. This increase was primarily due to an increase in the interest rates on cash.

Otherincome during the fiscal year ended March 31, 2024 was $207,661, an increase of $148,547, or 251%, comparedto the prior fiscal year due to recovery of receivables originally set aside as potential bad debt.

Interestexpense during the fiscal year ended March 31, 2024 was $302,124, an increase of $194,993, or 182%, comparedto the prior fiscal year. This increase was due to the higher interest rates and the increase in the debt balance.

The foreign exchange gain/(loss) results from currency conversion from U.S. dollars to Indian rupees.

Liquidityand Capital Resources

Webelieve we have sufficient sources of funding to meet our business requirements and plans for the next 12 months and in the longer term.Cash generated by operations and a credit line are our primary source of liquidity for funding our strategic business requirements.

Tofund our cash requirements in the ordinary course of business, we anticipate that we will continue to primarily rely on operating cashflows, supplemented by our total cash and cash equivalents, together with the cash raised from this initial public offering of our commonstock. Our capital requirements, including but not limited to, servicing our lease obligations and fixed asset purchases, will dependon many factors, including our growth rate and the timing and extent of operating expenses.

Wedid not have during the periods presented, and we do not currently have, any off-balance sheet arrangements involving commitments orobligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonablylikely to have a material current or future effect on our financial condition, results of operations, liquidity, cash requirements orcapital resources.

As the company expands in the India and South Asian market, the Company can expect a lower gross margin from salesin that cost sensitive region. Further, the impact on margins will be offset by lower costs of sales, as the wages in that region arealso lower than in the U.S. The financial effect is yet to be quantified. Also, general economic conditions, the demand for the Company’sofferings and changes in customer preferences in the future may have an impact on the revenue and income. In the future as the Companyexhausts its Net Operating Losses from the past, it will be expected to pay income taxes.

Asthe company expands in the India and South Asian market, the Company can expect a lower gross margin from sales in that cost sensitiveregion. Further, the impact on margins will be offset by lower costs of sales, as the wages in that region are also lower than in theU.S. The financial effect is yet to be quantified. Also, general economic conditions, the demand for the Company’s offerings and changesin customer preferences, as well as their financial impact cannot be quantified. In the future as the Company exhausts its Net OperatingLosses from the past, it will be expected to pay income taxes.

CashFlows

Thefollowing table sets forth certain combined statements of cash flow data:

FatPipe Inc

Consolidated Statement of Cashflows

(All amounts are in USD except share data and otherwise stated)

OperatingActivities

Netcash used in operating activities in the fiscal year ended March 31, 2024, was $363,426, compared to $1,842,231for the prior fiscal year due to increase in revenuesand income.

InvestingActivities

Netcash used in investing activities in the fiscal year ended March 31, 2024, was $19,188, a decrease of $144,340 comparedto the prior fiscal year due to less investment in facilities.

FinancingActivities

Netcash provided by financing activities in the fiscal year ended March 31, 2024 was $205,678, a decrease of $1,481,176compared to the prior fiscal year, primarily due to less drawdown of credit facility.

Indebtedness

OnJanuary 25, 2023, the Company approved a corporate resolution to borrow/grant collateral with Celtic under which we established the CelticPromissory Note, in the amount of $5,000,000. As of March 31, 2024, we have drawn $2,500,000 under the Celtic PromissoryNote, of which $942,183 was used to retire our previous loan, on January 25, 2023.

Non-GAAPFinancial Measures

Inaddition to our financial results determined in accordance with the generally accepted accounting principles in the United States (“GAAP”),our management uses earnings before interest, taxes, depreciation, and amortization expenses to net income (“EBITDA”), anon-GAAP measure, as a key measure in operating our business. We use EBITDA to make strategic decisions, establish business plans andforecasts, identify trends affecting our business, and evaluate performance. For example, we use adjusted EBITDA as a measureof our operating performance. Adjusted EBITDA is presented for supplemental informational purposes only, should not be considereda substitute for, or a more meaningful measure than, financial information presented in accordance with GAAP, and may be different fromsimilarly titled non-GAAP measures used by other companies. A reconciliation is provided below for adjusted EBITDA to the mostdirectly comparable financial measure presented in accordance with GAAP. Investors are encouraged to review the related GAAP financialmeasure and the reconciliation of adjusted EBITDA to its most directly comparable GAAP financial measure.

Inthe fiscal year ended March 31, 2024, our adjusted EBITDA increased by $2,516,108 compared to the prior fiscal year primarily due toan increase in operating income.

AccountingPolicies and Estimates

Theapplication of our accounting policies may require us to make assumptions and estimates about future events and apply judgments thataffect the reported amounts of assets, liabilities, revenue and expense, and the accompanying disclosures. We base our assumptions, estimatesand judgments on historical experience, current trends and other factors that management believes to be relevant at the time the estimatewas made.

Onan ongoing basis, management evaluates its estimates, including those related to intangible assets, and deferred taxes. We base our estimates,assumptions and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances,the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources. Actual results may materially differ from the results implied by these estimates and judgments under different assumptionsor conditions.

IntangibleAssets

Ourfinancial statements include IP-related intangible assets consisting primarily of legal and related costs associated with our patentsand capitalized lease obligations adjusted by accumulated amortization. The identification and recognition of those intangible assetsinvolve significant judgements, relating to, among other things, the projected cash flows attributable to these intangible assets andthe estimated useful lives of these intangible assets. We amortize intangible assets that are subject to amortization over their estimateduseful lives. The useful lives are determined by management at the time of creation of the intangible assets and based on historicalexperience and the economic life of the underlying technology and are regularly reviewed for appropriateness. We perform a quarterlyreview of significant finitely lived identified intangible assets to make a judgement on whether facts and circumstances indicate thatthe carrying amount may not be recoverable and an impairment may be required.

Thesereviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors suchas changes in our business strategy.

DeferredTaxes

Deferredtax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the combinedfinancial statement carrying amounts of existing assets and liabilities and their respective tax bases. We reduce the carrying amountsof deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not that such assets willnot be realized. Use of the term “more likely than not” indicates the likelihood of occurrence is greater than 50%.

Accordingly,the need to establish valuation allowances for deferred tax assets is continually assessed based on a more-likely-than-not realizationthreshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecastsof profitability and taxable income, the duration of statutory carryforward periods, our experience with the utilization of operatingloss and tax credit carryforwards before expiration and tax planning strategies. In making such judgments, significant weight is givento evidence that can be objectively verified.

Implicationsof being an Emerging Growth Company

Weare an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “SecuritiesAct”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible totake advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerginggrowth companies” including, but not limited to:

Weintend to take advantage of these and other exemptions available to “emerging growth companies.” We could remain an “emerginggrowth company” until the earliest of (i) the last day of our fiscal year following the fifth anniversary of the closing of thisoffering, (ii) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (iii) the last day ofour fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) (which would occur if the market value of our equity securities that is held by non-affiliatesexceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (iv) the date on which wehave issued more than $1 billion in nonconvertible debt during the preceding three-year period.

TheJOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with newor revised accounting standards applicable to public companies. As a result of this election, our financial statements may not becomparable to companies that comply with public company effective dates. This means that an “emerging growth company”can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have electedto delay such adoption of new or revised accounting standards.

SmallerReporting Company

We are also a “smaller reporting company,”meaning that the market value of our stock held by non-affiliates is less than $700 million as of the last trading day of our secondquarter and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smallerreporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last tradingday of our second quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and themarket value of our stock held by non-affiliates is less than $700 million as of the last trading day of our second quarter. If we area smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certaindisclosure requirements that are available to smaller reporting companies. For example, as a smaller reporting company we may chooseto present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerginggrowth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

BUSINESS

Overview

FatPipe is a pioneer in enterprise-class,application-aware, secure SD-WAN solutions for organizations, including enterprises,communication service providers, security service providers, government organizations, and other middle-market companies.

We strive to be the global leaderin delivering leading-edge enterprise-class networking software technology. We are dedicated to continually improving the wayorganizations connect, ensuring their networks are secure, reliable, and supporting their continued success.Our commitment lies in empowering our customers with a seamless and dependable connectivity infrastructure that safeguards theircritical data and fosters business continuity. We further aim to ensure our customers have unparalleled insights into their networkoperations.

To deliver on this vision, we holdover a dozen software and technology patents, which we leverage through an integrated suite of software solutions to offer our customersa reliable and secure platform to support mission-critical applications running on cloud, hybrid cloud and on-premise networks.Our core offerings include SD-WAN, SASE, and NMSsoftware solutions, each of which is typically offered to our customers as a subscription service. These solutions address a broad setof network management needs and include an integrated set of capabilities designed to manage multi-line network traffic and routing.When customers have multiple data lines, and one of the lines fails, FatPipe automatically and dynamically transfers network trafficfrom one data line to another (failover) without disconnecting the application session. When all lines are functional, FatPipe is able to improve data traffic speed and optimize bandwidth.

We service customers in geographies aroundthe world, with our largest customer populations located in the United States and India. We plan to continue expanding our presence throughoutNorth America and parts of Southeast Asia. Further, FatPipe is in discussions with potential partners to offer geography specificsoftware license bundles to address these market needs. Customers in different geographies require different licenses and network serversspecific to their needs and prices. We plan to expand its presence in Mexico and Asia markets with products and services bundles to addressgeography specific markets,

Industry

SD-WAN is a network architecture thatallows enterprises to utilize software and virtualization technologies to enhance the performance, security, and manageability of theirWANs that connect offices, data centers, cloud applications, and cloud storage. This innovative architecture has emerged as a force inthe world of networking and connectivity, revolutionizing the way organizations manage and optimize their WANs. SD-WAN technology enablesorganizations to leverage multiple types of connection, such as broadband, multiprotocol label switching, and LTE, to create a unifiedand intelligent network that can be centrally managed and orchestrated. This flexibility not only improves network efficiency but alsoreduces costs associated with expensive dedicated circuits, and the technology represents a seismic shift from traditional static networkarchitectures to dynamic, agile, and cloud-centric solutions. SD-WAN applications have gained tremendous momentum in recent years dueto its ability to address many evolving needs of modern businesses.

SASE technology enhances network security by enabling centralized policy enforcement and encryption. It allows forgranular control over traffic, ensuring that sensitive data is transmitted securely across the network. This is particularly significantin today’s cyber-threat landscape, where data breaches and network vulnerabilities are constant concerns for businesses of all sizes,and trends such as remote work and distributed organizations have only served to exacerbate potential susceptibility.

NMS allows for the systematicmonitoring and management of computer networks. Generally consisting of an integrated set of tools, NMS solutions provide networkadministrators with the ability to remotely detect and address network issues or anomalies before they affect network performance,integrity, or end-user experience. Many NMS solutions combine multiple data collection methods to offer comprehensive insights into arange of network performance metrics, allowing administrators to continuously and remotely optimize network configurations,troubleshoot problems, manage capacity, identify suspicious network activity and generate analytics for further assessment.

Total Addressable Market

SD-WAN. The market for SD-WAN products was estimated to be approximately $4.5 billion in 2023 (accordingto the research published via the Maia Research Report) with expected market size to grow to over $17.6 billion by 2030. The NorthAmerica and Asia-Pacific (“APAC”) segments of the market, which represent FatPipe’s primary markets, are expectedto achieve continued growth in the near term. According to Gartner, Inc.⁽²⁾,the North America market for SD-WAN solutions will grow at an estimated 18% compound annual growth rate (“CAGR”) through2025, while growth in APAC is projected to exceed 60% CAGR. This significant growth trajectory has been attributed to severalfactors, including the rise in remote work, need for enhanced network security, migration of applications to the cloud, and overalldigital transformation efforts of enterprises.

SASE. Accordingto the Maia Research Report, total revenues for SASE software and platform solutions is expected to grow from $6.4 billion in 2022 to $27.2 billion by 2030, resulting in a CAGR of almost 20.0% during theforecast period. This is driven by the rise of work-from-home mandating secure zero-trust remote connectivity, cloud-adoptionbroadening the definition of a corporate network, and the convergence of cloud and on-premise networks creating the need for aunified solution.

NMS. Thetotal NMS market, including both cloud-based and on-premise solutions, is projected by the Maia Research Report to grow at a more modestCAGR of 10.0% for the period from 2022 to 2030. Total market revenues for NMS solutions is estimated at $2.0 billion in 2022, approximatelythree-quarters of which is categorized at cloud-based, and is projected to grow to approximately $4.4 billion, when cloud-based solutionswill account for almost 85% of the total market.

FatPipeSoftware Solutions

Our objective is to offer a suite ofsolutions to ensure our customers can securely support their networks in this cloud-first world. We are committed to driving atrusted customer experience through innovation and a diverse set of capabilities. Our core offerings are based on a complete,integrated suite of software solutions, including SD-WAN, SASE, and NMS capabilities, each of which can be individually licensed tocreate an experience tailored to a customer’s needs and network configuration. Additionally, all of our technologies areavailable for commercial sale. Further, our product pipeline consists of new SD-WAN security features and enhancements to the NMS.Currently, SD-WAN, SASE, and NMS revenues are packaged as part of managed service contracts. Our solutions have been designed for high levels of flexibility, providing an abilityto customize our services and configure offerings to incorporate each customer’s preferred digital platform, includingintegrating with a variety of leading platform, WAN, security, and cloud providers.

As networks become increasingly crucialto fundamental corporate operations, and increasingly vulnerable to cyber-attacks and other types of maladies, ongoing and consistentmonitoring has become a necessity. FatPipe offers built-in and automated network oversight, including network status, network intrusion,geo-blocking, and external website access.

Software-Defined Wide Area Network(SD-WAN)

Our primary offering is an SD-WANsoftware platform that integrates a broad array of network traffic management and routing, security, and monitoring functions and is predominatelysold on a subscription basis. The platform can be delivered on a dedicated commodity appliance or virtual configuration, and can be installedin a variety of network environments, including cloud, hybrid or on-premise.

Our SD-WAN solution offers a numberof benefits for managing and maintaining network infrastructure, including:

Our SD-WAN solution is suitable formulti-location, single location with high density, and multi-cloud environments, and offers these features in a single device for networkend-point (or edge) and branch network needs. The solution enables multi-path VPN for hybrid connectivity, intelligent WAN edge management,cloud disaster recovery for hybrid cloud management, and other capabilities, all at enterprise-class performance levels. Its application-awarenetwork optimization capabilities are suitable for virtual machines (“VMs”) for all major hypervisors, including AWS, AzureCloud, Oracle and Google.

According to research published inJuly 2023 by Software Reviews, an independent research organization and division of Info-Tech Research Group, FatPipe’s SD-WANsolutions are the top-ranked solutions for middle-market companies, based on Software Review’s assessment of the complete softwareexperience, which includes measurement of product features and satisfaction, as well as vendor experience and capabilities.

SecureAccess and Service Edge (SASE)

Our SASE solution seamlessly integratesa WAN-Edge appliance with an SASE software access solution, to provide connectivity, consistent security and optimized user experiencefor hybrid workforce, branch office and retail locations. Our SASE solution offers virtual network functions, which combine networkingand network security services into a single cloud-delivered solution, and are available for major virtual customer premise equipment(vCPE) hardware providers. Additionally, our SASE offerings include the following features:

NetworkMonitoring Service (NMS)

Our EnterpriseView Reporting System fornetwork monitoring provides a platform to monitor an end-user’s WAN as well as the performance of FatPipe devices at customerpremises under management. This scalable solution supports large data loads, maintains seamless connectivity across thousands ofbranches, boosts network performance to handle intensive demands, ensures comprehensive network monitoring and management, and providesreal-time insights into a network or device’s health and performance. Device health is displayed in real time for easier viewing,and a tabular dashboard gives a detailed view of the device’s line condition and utilization in real time.

Technologyand Architecture

Our core technology has been developedinternally by its founding management team and supported by a long-tenured group of engineers and software developers. We hold a portfolioof 13 patents that cover a range of SD-WAN and related capabilities. Specifically, our patented claims cover key SD-WAN and related functionality,including:

FatPipe’sServices

Our software solutions are providedthrough a subscription-based model. During the fixed term of the subscription, we include a portfolio of services, which offerour customers technical support, professional services, and training.

Technical Support Services

We maintain our own team of technical support specialists to ensure quality control andbuild and retain trust throughout the entire customer experience. Our technical support services, incorporating both remote andon-site support, include installation services, configuration assistance, monitoring and alerts notification, and development ofperformance reports.

ProfessionalServices

We offer limited professional servicesto our customers and channel partners. We may also provide more customized services for more complex use cases, such as implementationdesign, network analysis, and projected capacity requirements.

TrainingServices

We also offer training to our customersand channel partners directly through our support staff. These services are designed to educate end-users and partners on implementation,use, functionality, and maintenance of FatPipe solutions.

TechnologyDevelopment Services

Through our FatPipe Technologies division,we offer a diverse set of consulting services for the development and deployment of highly optimized and often complex wide area network(“WAN”) and local area network (“LAN”) solutions. We provide a host of networking, programming, andprofessional services as part of our engagement, which often include a mix of web, software, and application development, ERP integrations,outsourced staffing assistance and a range of IT consulting services. These services are generally independent of our core software solutionofferings, and typically serve enterprises involved with such technologies as telemedicine, university and educational institution management,kiosk development, and multimedia communications. In addition, network design services further assist in marketing FatPipe’s coresoftware solutions.

Reseller and Channel Partnerships

We primarily offer our software solutionsto end-user customers through our distributors, value-added resellers, ISPs, and other third parties, with whom we build and maintain relationshipsthrough our territory managers. We leverage a diverse network of over 100 partnerships to generate revenues, and have maintained manyof these relationships for over a decade.

Our revenues are primarily generatedin the United States, with India generating an increasing share of sales since 2022. FatPipe has invested considerable resources in developingthese relationships, and our distribution arrangements are not exclusive with any partner.

In 2023, we began an extensive programto train our sales force to support domestic and international commercial accounts. The program focused on enhancing our partners’product knowledge and technical capabilities, and has been instrumental in driving sales growth. Further, to minimize barriers duringthe sales process, FatPipe software solutions are sold off a pre-approved price list and customer contracts between FatPipe and the end-user customerare embedded within the partner’s master agreement. After a sale, FatPipe maintains a direct relationship with the end-user byproviding installation, maintenance, and support services.

We plan to replicate our reseller andchannel partner model to enter or expand in new markets or geographies. We are currently exploring options to grow our global sales,with emphasis on expansion opportunities within the burgeoning India information technology market. We are in discussions with multiplepotential partners in Southeast Asia, which does not include China, to address these local markets. Further, FatPipe is in discussionswith potential partners to offer geography specific software license bundles to address these market needs. Customers in different geographiesrequire different licenses and network servers specific to their needs and prices. We plan to expand its presence in Mexico and Asiamarkets with products and services bundles to address geography specific markets,

Diverse End Customers

FatPipe’s software solutionshave been deployed by over 2,500 end-user customers across a diverse set of sectors including education, financial services, governmenthealthcare, hospitality, legal, manufacturing, retail, and transportation and in various deployment models, including hybrid, SaaS, andmanaged services. The Company’s end-user customers range in size from smaller businesses to Fortune 1000 enterprise users, butits core customer base can be classified as mid-market companies. No end-user customer accounted for over 10% of total revenue in fiscalyear 2024 and 2023. Two channel partner that accounted for approximately 49.5% of total revenue during that period and50.8% of our total revenues in fiscal year ended March 31, 2023.

Competition

FatPipe faces competition from companieswith varying capabilities in SD-WAN, SASE, and NMS, some of which are larger companies with greater access to capital and other resources.

Salesand Marketing

Our marketing strategy is focusedon building our brand and driving end-user customer awareness for our solutions. Our internal marketing team is responsible for developingmarketing materials and allocating our marketing resources across various channels and activities. We supplement our marketing activitieswith a variety of sales tools, including product literature, awards, technical materials, training, seminars, conference attendance,webinars, and various other activities.

SoftwareDevelopment (Research and Development)

FatPipe has maintained a robust researchand development team of employees, many of whom have 15 or more years of experience with us. We continue to develop new technologiesand features that help us maintain or improve our position in the market. We also have enhanced our support database to enablefaster resolution of complex problems and to train our engineers to address problems faster, enabling us to grow without the need tolinearly add personnel as we scale. We are automating our testing processes to reduce the time to introduce new features and new versionsof software to control and manage engineering costs.

IntellectualProperty

We primarily rely upon patent, trademark,copyright, and trade secret laws, confidentiality procedures, and contractual provisions to protect our IP and proprietary technology.As of July 18, 2024, we had 13 U.S. patents and seven U.S. trademarks for FatPipe, Inc. and FatPipe Networks Private Limited.

IssuedPatents, per data of the United States Patent and Trademark Office (USPTO), as of July 18, 2024

TrademarkRegistrations, per data of the United States Patent and Trademark Office (USPTO), as of July 18, 2024

HumanCapital Management

We have 146 full-time employees as ofJuly 18, 2024 with 47 in the US, 94 in India and 5 in the Philippines. None of our employees are represented by labor unions andwe consider our employee relations to be good. Due to our consistent presence as an employer in India, which dates back to 2002, we believewe enjoy a more stable workforce than many technology companies in the region.

We do not currently have any employmentagreements with our co-founders or other employees. We plan to structure such agreements once independent board members are elected.

Facilities

FatPipe, Inc. and FatPipe Technologies, Inc. are headquartered in Salt LakeCity, Utah. FatPipe Networks (India) Private Limited is headquartered in Chennai, India. We conduct sales, marketing, research and development,and customer support activities from each of these locations.

DividendPolicy

We have never declared or paid anycash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Weintend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determinationto pay cash dividends will be at the discretion of our Board and will be dependent upon our financial condition, results of operations,capital requirements and such other factors as our Board deems relevant. Our ability to pay cash dividends is subject to limitationsimposed by applicable federal and state law, as well as the Celtic Promissory Note (as defined below).

Additionally, in accordance with the Celtic Promissory Note between Celtic and the Company inthe amount of $5.0 million entered into on January 25, 2023, with a maturity date of January 31, 2026, there are certain restrictions onthe Company’s ability to pay any dividends on the Company’s stock (other than dividends payable in its stock), provided,that notwithstanding the foregoing, but only so long as no Event of Default (as defined in the Celtic Promissory Note) has occurred and is continuing or would result from the payment of dividends, if the Company is a “Subchapter S Corporation” (as definedin the Internal Revenue Code of 1986, as amended), the Company may pay cash dividends on its stock to its shareholders from time to timein amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilitiesunder federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownershipof shares of the Company’s stock, or purchase or retire any of the Company’s outstanding shares or alter or amend the Company’scapital structure.

LegalProceedings

We know of no material, existing orpending legal proceedings against our Company, nor are we involved as a plaintiff in any other material proceeding or pending litigation.There are no other proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder,is an adverse party or has a material interest adverse to our interest.

CorporateInformation

FatPipe, Inc. was formed on October14, 2010 under the laws of the state of Utah, and has two wholly owned subsidiaries, FatPipe Networks Private Limited, a company registeredin Tamil Nadu India, and FatPipe Technologies, a Utah corporation.

Our principal executive offices are locatedat 392 East Winchester Street, Fifth Floor, Salt Lake City, Utah 84107 and our telephone number at our principal executive officeis (801) 281-3434. Our main corporate website is www.fatpipe.com. The information on our website is not incorporatedby reference into this prospectus.

MANAGEMENT

Management,Directors, and Director Nominees

Theexecutive officers of our Company are appointed by our Board and hold office until their death, resignation or removal from office. Alldirectors of our Company hold office until the next annual meeting of the stockholders or until their successors have been elected andqualified.

Thefollowing table sets forth information regarding our executive officers, directors, and director nominees:

BusinessExperience

Thefollowing is a brief account of the education and business experience of each executive officer, director, and director nominee duringthe past five years, indicating each person’s principal occupation during the period, and the name and principal business of theorganization by which they were employed.

RagulaBhaskar, Ph.D. – Co-Founder, Chief Executive Officer, Chairman of our Board, and Director

Dr.Bhaskar co-founded FatPipe and serves as its Chief Executive Officer, Chairman of our Board, and as a director since 2010. Dr. Bhaskarhas managed the Company since its inception, and has been a key contributor in the Company’s track record of growth and innovation.Dr. Bhaskar is qualified to serve as a director of the Board as he has extensive experience managing the Company, as well as the requisiteskills, which include leadership and a profound understanding of the industry’s nuances. Prior to founding FatPipe, he was an associateprofessor at the University of Utah from 1988 to 2000, where he taught a myriad subjects, including engineering, operations research,management, cost engineering, and cost control. He has been an active member of the Salt Lake City, Utah community, including helpingto raise funds to build the 135,000 sq. ft. Living Planet Aquarium, while he was Chairman and Vice Chairman of the aquarium board in2010 and 2011, respectively. Dr. Bhaskar has more than 30 years of technology research experience and has been issued 14 patents, thirteen(13) of which are owned by the Company and FatPipe Network Private Limited. He was an Associate Professor at the University of Utah with32 publications, including 18 peer reviewed articles. He has won numerous awards, including Outstanding Director from Utah Business andthe Association for Corporate Growth. Dr. Bhaskar was appointed by Governor Jon Huntsman as the Chairman of the Board, Governor’sOffice of Economic Development, and served in this role from 2006 to 2011. He also served as a Member of the Utah Hogle Zoo Board from2016 to 2022. Beginning in 2006, he began serving on the Industrial Advisory Board, College of Engineering, University of Utah.Dr. Bhaskar was appointed by the US Secretary of Labor to serve on the MSHA Belt Air Committee, US Department of Labor in 1992.He was also a Member of Mensa since 1985, and Sigma Xi, the Scientific Research Honor Society since 1988. Dr. Bhaskar received his Ph.D.Engineering (1987), M.S. in Finance (1987), and M.S. (Dual) in Engineering and Operations Research (1984) from Pennsylvania State University.He obtained his B. S. in Engineering from the Indian Institute of Technology (ISM) Dhanbad.

SanchaitaDatta – Co-Founder, President, Chief Technical Officer, Principal Financial Officer and Director

Ms.Datta co-founded FatPipe, and has served as its President and Chief Technology Officer and director since 2010. She invented and patentedtechnologies related to the field of SD-WAN, having contributed to this multi-billion-dollar market segment. Ms. Datta is qualifiedto serve as a director of the Board as she has been part of the Company’s management since 2010, and possesses the skills and leadershipqualities necessary to make informed decisions in the best interests of the Company. She obtained her M.S. in Electrical Engineeringfrom Pennsylvania State University, and served as a Research Assistant in the famed Material Research Lab from 1986-1988, whereher Masters project pertained to the electromagnetic response to the coatings applied to the U.S. stealth bomber program. She completedall the requirements for Ph.D. except dissertation at the University of Utah from 1989-1994. She later served as the Project Managerat Megahertz Corp (acquired by US Robotics) in 1992-1995, where she helped develop the industry’s first Remote Access Server.She was also one of the first voting members of the IEEE’s Standards Committees for high-speed computer networking and WiFi technologiesthat remain in use today.

Ms.Datta was appointed by Gov. Spencer Cox to serve on the Utah chapter of America 250 Commission since May 2023, a national Commissionestablished by Congress to plan the celebration of the 250^th anniversary of our nation’s founding. Ms. Datta was appointedby Governor Spencer Cox to the Board of Higher Education and by Governor Gary Herbert to the Board of Regents for the State of Utah in2018 to 2023. She served on the National Presidential Advisory Board of Utah Valley University and appointed by Gov. Gary Herbertto serve on the Board of Trustees of Salt Lake Community College from 2013 to 2018. She was a member of Governor Jon Huntsman Jr.’sTransition Team in 2004, and the Review Board for Utah’s Centers of Excellence program. Ms. Datta was also a Trustee of Utah Womenin Technology in 2006.

In2022, Ms. Datta was recognized as a 2022 Silicon Slopes Hall of Fame CTO of the Year. She was also named as a Tech Trailblazer and CXOof the Year by Utah Business magazine in 2020. She received YWCA’s Outstanding Achievement Award and was also recognized as oneof the 30 Women to Watch (2001) and Top 25 Most Influential Business People in Utah (2006).

Anshul Bhardwaj – Vice President ofFinance

Mr. Anshul Bhardwaj is a finance leader withover 15 years of experience in financial planning and forecasting, mergers and acquisitions, and strategic financial management andtreasury activities. From May 2023 to February 2024, he was the VP of Finance at Bast Fibre Technologies, a regenerative materialscience company. From May 2019 to May 2023, Mr. Bhardwaj served as the director of finance for Dyno Nobel, a $4 billion NYSE-listedcompany, where he was responsible for budgeting, sales forecasting, financial analysis, cash flow forecasting, treasury, andstrategic sales integration. At Dyno Nobel, he helped with the financial turnaround of the business unit and managed comprehensiveFP&A processes for the company’s largest revenue-driving segment. Mr. Bhardwaj played pivotal role in the $1.7 billionsale of a business unit to CF Industries and the implementation of a $225 million Carbon Capture facility. In the mergers andacquisitions arena, he worked closely with the corporate development team to identify targets, analyze synergies, and conductvaluation analysis, negotiations, and due diligence. He successfully completed Titanobel acquisition. He is experienced with FCFprojections, NPV, DCF, and multiples. In the area of financial analyses, he developed a consolidated corporate financial model, ledannual, quarterly, and monthly FP&A processes, conducted scenario analysis and built financial models to develop meaningfulinsights and practical recommendations.

Before his tenure at Dyno Nobel, from May2015 to May 2019, Mr. Bhardwaj was a Manager of Corporate Finance at World Kinect Corporation, a $40 billion NYSE-listed company,where he contributed to significant merger and acquisition activities by identifying and evaluating potential target companies. Hehelped create and implement the Annual Operating Plan to grow the company’s EBITDA organically and through acquisitions. Heprepared presentations for the quarterly board meetings, investor relations, and earnings call and worked with other stakeholders toproduce a cohesive board deck theme. He supported preparation of management discussion and analysis statements for thechief financial officer. He is skilled in various financial tools and ERP systems, including SAP, and Dynamics.

I.Bobby Majumder – Director Nominee

Mr.Majumder is a corporate/securities lawyer with over 25 years of experience primarily in the energy (oil, gas, coal and renewables), healthcareand information technology industry verticals. Across these verticals, he has advised on domestic and cross-border public offerings,mergers & acquisitions, and private equity transactions. He has advised clients such as Howard Hughes Corporation (NYSE: HHC), ExxonMobil(NYSE: XOM), Amazon.com, Inc.(Nasdaq: AMZN) and Tech Mahindra Ltd. (NSE: TECHM), and has been recognized with several awards during hiscareer. In 2019, he began a position as partner and head of the India Desk at Frost Brown Todd, a large, national, full-servicelaw firm. Before joining Frost Brown Todd, he was a partner with Reed Smith LLP, from 2019 to 2021, where he was the Dallas co-OfficeManaging Partner and the co-Head of the firm’s India Practice. He served on the board of directors and as Lead IndependentDirector of Bluerock Residential Growth REIT, Inc. (NYSE: BRG), from 2013 to 2022, a real estate trust investing in institutional-qualityapartment communities in US growth markets. Finally, he has served as a trustee and member of the Audit Committee of Total Income + RealEstate Fund (Nasdaq Global Market: TIPRX), a real estate interval fund since 2013. He is NACD Directorship Certified®. Mr. Majumderholds a JD from Washington & Lee University and a BA from Trinity University. Mr. Majumder is a great addition to the Board, as hebrings experience from his time serving on the Board of BlueRock Residential Growth REIT, Inc. from January of 2013, to October of 2022;and also serving on the Board of BlueRock HomesTrust, Inc, from October of 2022 to present day. Mr. Majumder brings a unique combinationof corporate, merger and acquisitions and international law experience to the Board.

AjayTandon – Director Nominee

Mr.Tandon has over 35 years of experience in executive and non-executive roles and has served on the boards of 19 companies, making himan invaluable asset to the Board. Mr. Tandon has served in a number of senior management capacities, including over 11 years with TataAutocomp from 2013-2018, six years at General Motors from 2007-2013 and over 16 years with Godrey & Boyce from 1992-2007. In 2023,he began serving as a director for Hamilton Research and Technology ltd. and Arjas Steel. During his distinguished tenure at Tata AutocompSystems, ltd., Mr. Tandon was Managing Director and CEO from 2013 to 2018, and served as a director of the Tata Autocomp board for fiveyears from 2013 to 2018. Additionally, Mr. Tandon was a board member of 17 affiliated Tata Autocomp companies over a ten-yearperiod, and held a number of senior operating roles, including leadership roles for twelve different business units. Mr. Tandon managed7,000 employees globally and was awarded CEO of the Year by the Indian Institute of Materials Management (2015). Mr. Tandon also servedas President of Tata Autocomp (2008-2013), CEO of Tata Johnson Controls (2006-2008), VP of Global Procurement and Supply Chain at GeneralMotors (2000-2006), and VP of Projects, Sales and Materials at Godrej GE Appliances ltd from 1992-2007. Mr. Tandon received his Bachelorof Technology degree in Mechanical Engineering from IIT Madras in 1981, and PGDM in Management from IIM Ahmedabad in 1985. Mr. Tandoncontributes a deep network of relationships and vast experience operating in a global business environment and has unique insights intogrowing operations particularly in the Indian market.

JeanTurgeon – Director Nominee

Mr.Turgeon currently serves as the Chief Technology Officer and Chief Information Officer of Arkadin/NTT Cloud Communications/NTT Ltd (January2020 to present). In this role he prepared a digital transformation and execution plan over a 36 months period to simplify informationsystems, digitize customer experiences, automate processes and delivery, globalize service desk and resolver groups, and deliver globalservices to Nippon Telephone and Telegraph (“NTT”) customers while tightly integrating with NTT Ltd. He manages approximately450 employees globally across five key functions (Infrastructure, Support, IS, Delivery and Telco) with a budget of approximately $50MUSD. Prior to NTT, he was the Chief Technologist at DXC Technology from 2019 to 2020. Earlier, Mr. Turgeon worked at Avaya andNortel from 1996 to 2019 where he held several VP positions. Mr. Turgeon was VP and Chief Technologist for worldwide sales at Avaya,where he helped develop and deliver the necessary suite of technologies to form a strong partner eco-system developed specifically forSmart Solutions. He was also VP, Technical Solutions Strategy and Marketing from September 2012 to August 2013. Prior to Avaya he wasDirector, Product Line Management (Ethernet, Security) at Nortel Networks/Bay Networks (Nortel). He obtained his Executive Master BusinessAdministration (EMBA) 2003-2005 from the University of Ottawa, and B.S. in Electronics from Institut Teccart, College – Science1980-1981, Cégep Thetford Mines. His awards include TMT News Award: “Most Influential CTO in Business Communications andBest VP in Networking 2016.” He was ranked #53 in Top 100 most influential technologist for Unified Communications by Onalytica.Mr. Turgeon is a great addition to the Board, as he brings decades of technology experience in data communication and partner relationshipsand has extensive experience in various leadership roles throughout his career.

FamilyRelationships

Dr.Bhaskar (our Chief Executive Officer and Chairmanof our Board) and Sanchaita Datta (our President and Chief Technology Officer) have been married since 1988. There areno additional family relationships among any of our directors and officers, other than the relationship described above.

Involvementin Certain Legal Proceedings

Noneof our directors, executive officers, promoters or control persons has been involved in any material legal proceeding in the past fiveyears.

Codeof Ethics

Beforethe closing of this offering, we plan to adopt a Code of Ethics applicable to our officers, directors and employees. If we make any amendmentsto our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicitwaivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives,we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filedwith the SEC.

Boardand Committee Meetings

OurBoard has held seven formal meetings and several informal meetings during the fiscal year ended March 31, 2024.All proceedings of the Board taken at a formal meeting were evidenced by minutes taken at such meeting. All other matters approved bythe Board outside of any formal meeting were evidenced by resolutions consented to by all the directors. Such resolutions consented toin writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Utah Business CorporationAct (“UBCA”) and our Bylaws, valid and effective as if they had been passed at a meeting of the directors duly called andheld.

CorporateGovernance and Nominating Committee

Atthe closing of this offering, our Corporate Governance and Nominating Committee will consist of [*], [*] and [*]. The functions of theCorporate Governance and Nominating Committee will include, in part:

Auditand Finance Committee and Audit Committee Financial Expert

OurBoard has determined that, upon the closing of this offering, our Audit Committee will consist of I. Bobby Majumder, AjayTandon and Jean Turgeon.

OurBoard has determined that I. Bobby Majumder qualifies as an “audit committee financial expert” as defined in Item407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the ExchangeAct. We believe that the members of our Audit and Finance Committee are collectively capable of analyzing and evaluating our consolidatedfinancial statements and understanding internal controls and procedures for financial reporting.

CompensationCommittee

Uponthe closing of this offering, the Board will appoint a Compensation Committee comprised of the following Board members: I. Bobby Majumder,[*], and Jean Turgeon. A Compensation Committee charter will be adopted by the Board prior to the closing of this offeringto govern the Compensation Committee.

EXECUTIVECOMPENSATION

Theparticulars of the compensation paid to the following persons:

whowe will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table,except that no disclosure is provided for any named executive officer, other than our principal executive officer, whose total compensationdid not exceed $100,000 for the respective fiscal year:

SummaryCompensation Table:

ConsultingAgreements

TheCompany does not have any consulting agreements at this time.

OutstandingEquity Awards at Fiscal Year End

During our fiscal years ended March 31, 2024and March 31, 2023, there were no equity-based awards granted to any executive officers of the Company.

RestrictedStock Unit Grants

OnJuly 16, 2024, in fiscal year ending March 31, 2025 (the “RSU Grant Date”), the Company issued Ragula Bhaskar, the Company’sChief Executive Officer and Sanchaita Datta, the Company’s President, 250,000 restricted stock units (“RSUs”) each,with both executives receiving 125,000 RSUs due upon the completion of the initial public offering and the remaining 125,000 RSUs tobe issued to both executives, once the Company’s share price exceeds 10% of the initial public offering price.

OptionExercises

Duringfiscal year ended March 31, 2024, no named executive officers held or exercised any options.

Compensationof Directors

Duringthe fiscal years ended March 31, 2024, and March 31, 2023, directors were compensated for their services in the amountof $725 for fiscal year ended March 31, 2024, and $3,042 for fiscal year ended March 31, 2023.

2024 Equity Incentive Plan

Our 2024 Equity Incentive Plan(the “Plan”) governs equity awards to our employees, directors, consultants and other eligible participants. The Planreserves a total of 2,600,000 shares of common stock (the “Share Reserve”). The Share Reserve is subject to an annualincrease on April 1^st of each fiscal year, in an amount equal to 3% of the total number of shares of common stock outstanding.Incentive awards generally may be issued to officers, key employees, consultants, and directors and include the grant ofnonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units,performance shares and performance units.

Pension,Retirement or Similar Benefit Plans

Thereare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We haveno material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors orexecutive officers, except that stock options may be granted at the discretion of the Board or a committee thereof.

Indebtednessof Directors, Senior Officers, Executive Officers and Other Management

Noneof our directors or executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebtedto our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

CompensationCommittee Interlocks and Insider Participation

Duringthe majority of the fiscal year ended March 31, 2023, we did not have a Compensation Committee or another committee of the Boardof directors performing equivalent functions. Instead, the entire Board performed the function of Compensation Committee. Our Board approvedthe executive and director compensation updates, with the entire Board acting as the Compensation Committee. Updated compensationis as disclosed in this registration statement on Form S-1. Prior to the closing of this offering, the Board will establish a CompensationCommittee comprised of the following directors: Bobby Majumder, Sanchaita Datta, and Jean Turgeon.

CompensationCommittee Report

Asthe Compensation Committee has not yet been formed, it did not, during the fiscal year March 31, 2023, hold any meetings and thereforethere is no compensation committee report. The Compensation Committee Charter, which will be adopted by the Board to govern the CompensationCommittee, will be available on our website at www.fatpipe.com.

PRINCIPALSTOCKHOLDERS

Thefollowing table sets forth information as of July 18, 2024, regarding the beneficial ownership of our common stock by (i) thosepersons who are known to us to be the beneficial owner(s) of more than 5% of our common stock, (ii) each of our directors, director nomineesand named executive officers, and (iii) all of our directors, director nominees and executive officers as a group. Except as otherwiseindicated, the beneficial owners listed in the table below possess the sole voting and dispositive power in regard to such shares andhave an address of c/o FatPipe, Inc., 392 East Winchester Street, Fifth Floor, Salt Lake City, UT 84107. As of July 18, 2024 therewere 13,017,484 shares of our common stock outstanding.

Beneficialownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.Shares of our common stock subject to options, warrants, notes or other conversion privileges currently exercisable or convertible, orexercisable within 60 days of the date of this table, are deemed outstanding for computing the percentage of the person holding suchoption, warrant, note, or other convertible instrument but are not deemed outstanding for computing the percentage of any other person.Where more than one person has a beneficial ownership interest in the same shares, the sharing of beneficial ownership of these sharesis designated in the footnotes to this table.

*Lessthan 1%

⁽¹⁾The beneficial owner’s address is 1338 Foothill Drive, #282 Salt Lake City, UT 84108.

⁽²⁾Dr. Bhaskar is the beneficial owner of The Mason Sutter SF Trust, which owns 1,590,517 shares of common stock of the Company andhas an address at 405 South Main, Suite 800, Salt Lake City, Utah 84111.

⁽³⁾Ms. Datta is the beneficial owner of the Skyline Investment Trust, which owns 1,030,820 shares of common stock of the Company andhas an address at 405 South Main, Suite 800, Salt Lake City, Utah 84111.

⁽⁴⁾ Unless otherwise noted, theaddress of each beneficial owners listed in footnote 4 is the Company’s address, located at 392 East WinchesterStreet, Fifth Floor, Salt Lake City, Utah 84107.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

Nodirector, executive officer, stockholder holding at least 5% of shares of our common stock, or any family member thereof, had any materialinterest, direct or indirect, in any transaction, or proposed transaction since the beginning of the fiscal year ended March 31, 2024,in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our totalassets at the fiscal year end for the last three completed fiscal years.

UNDERWRITING

Wehave entered into an underwriting agreement, dated            , 2024, withseveral underwriters listed in the table below (the “underwriting agreement”). Roth Capital Partners, LLC is the representativeof the underwriters. (the “Representative”). We refer to the several underwriters listed in the table below as the“underwriters.”

Pursuantto the terms and subject to the conditions contained in the underwriting agreement, we have agreed to sell to the underwriters, and eachof the underwriters have agreed, severally and not jointly, to purchase from us, the respective number of shares of our common stockshown opposite its name below, and, in the event the underwriters exercise their option to purchase additional shares, the same proportionof additional shares as the number of shares shown opposite its name below bears to the total number of shares:

Theunderwriting agreement provides that the obligation of the underwriters to purchase the shares of common stock offered by this prospectussupplement and the accompanying prospectus is subject to certain conditions. The underwriters are obligated to purchase all of the sharesof common stock offered hereby if any of the shares are purchased.

Wehave granted the underwriters an option to buy up to an additional            sharesof common stock from us at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.The underwriters may exercise this option at any time, in whole or in part, during the 45-day period after the date of this prospectussupplement; however, the underwriters may only exercise the option once.

Discounts,Commissions, and Expenses

Theunderwriters propose to offer to the shares of common stock purchased pursuant to the underwriting agreement to the public at the publicoffering price set forth on the cover page of this prospectus supplement and to certain dealers at that price less a concession not inexcess of $               per share. After this offering, the publicoffering price and concession may be changed by the underwriters. No such change shall change the amount of proceeds to be received byus as set forth on the cover page of this prospectus supplement.

Inconnection with the sale of the common stock to be purchased by the underwriters, the underwriters will be deemed to have received compensationin the form of underwriting commissions and discounts. The underwriters’ commissions and discounts will be             %of the gross proceeds of this offering, or $               per share of common stock, based on the public offering price per share set forth on the cover page of this prospectus supplement.

Wehave also agreed to reimburse the representative at closing for legal expenses incurred by it in connection with the offeringup to a maximum of $              .

Thefollowing table shows the underwriting discounts and commissions payable to the underwriters by us in connection with this offering (assumingboth the exercise and non-exercise of the over-allotment option to purchase additional shares of common stock we have granted to theunderwriters):