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                              November 1, 2021

       David McJannet
       Chief Executive Officer
       HashiCorp, Inc.
       101 Second Street, Suite 700
       San Francisco, CA 94105

                                                        Re: HashiCorp, Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted October
20, 2021
                                                            CIK No. 0001720671

       Dear Mr. McJannet:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
October 20, 2021

       Summary Consolidated Financial Data, page 17

   1.                                                   We note that you
reflect the additional shares and compensation expense related to
                                                        performance RSUs that
will vest as of July 31, 2021 in your pro forma earnings per share
                                                        calculations. Please
address the following:

                                                              Revise to include
the expense and related shares for all RSUs that will vest at the
                                                            effective date of
your IPO, or the most recent practicable date prior to the
                                                            effectiveness of
this offering, including those that will vest subsequent to July 31,
                                                            2021 and disclose
the date used to determine these amounts.
 David McJannet
HashiCorp, Inc.
November 1, 2021
Page 2
             Ensure that the adjustment to the numerator assumes such
adjustment was made as of
           the beginning of the fiscal year presented. Refer to Article
11-02(a)(6)(i)(B) of
           Regulation S-X.

             Revise your denominator adjustment for the year ended January 31,
2021 to assume
           all performance RSUs that will vest upon the offering were
outstanding as of the
           beginning of the period presented. Refer to Article 11-02(a)(9)(ii)
of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Results of Operations, page 87

2.    Please revise to include a discussion of any known material events that
are reasonably
      likely to cause reported financial information not to be necessarily
indicative of future
      operating results or of future financial condition. In this regard,
include a quantified
      discussion of the additional amount of share-based compensation expense
related to your
      performance RSUs that will be recorded upon effectiveness of this
offering and in the
      future periods, which has not been reflected in your historical financial
statements. Refer
      to Item 303(a) of Regulation S-K.
        You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mitchell
Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                            Sincerely,
FirstName LastNameDavid McJannet
                                                            Division of
Corporation Finance
Comapany NameHashiCorp, Inc.
                                                            Office of
Technology
November 1, 2021 Page 2
cc:       Michael Coke, Esq.
FirstName LastName