United States securities and exchange commission logo





                            November 21, 2022

       Kimball Carr
       Chief Executive Officer
       Inspire Veterinary Partners, Inc.
       780 Lynnhaven Parkway
       Suite 400
       Virginia Beach, VA 23452

                                                        Re: Inspire Veterinary
Partners, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
25, 2022
                                                            CIK No.: 0001939365

       Dear Kimball Carr:

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

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

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

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your statement
that you have applied to list your Class A common stock on the
                                                        Nasdaq Capital Market.
Revise your cover page to disclose whether your offering and the
                                                        secondary offering are
contingent upon final approval of your NASDAQ listing. Please
                                                        ensure the disclosure
is consistent with your underwriting agreement.
   2.                                                   We refer to your
statement here that you are assuming a public offering price, and your
                                                        disclosure on page 9,
which indicates that the number of shares of Class A common stock
                                                        being offered here is
dependent on the offering price. Please ensure that you revise your
 Kimball Carr
FirstName  LastNameKimball     Carr
Inspire Veterinary Partners, Inc.
Comapany 21,
November   NameInspire
               2022      Veterinary Partners, Inc.
November
Page  2    21, 2022 Page 2
FirstName LastName
         disclosures to provide a firm number of shares offered hereunder prior
to seeking
         effectiveness of your registration statement. Refer to Item 501(b)(3)
of Regulation S-K.
3.       We note that this prospectus relates to both a primary offering and a
secondary offering.
         Please revise your cover page to clearly highlight at the top that
there are two different
         offerings and the amounts of each offering. Also revise to state on
the cover that the
         secondary offering will not commence until after the closing of your
initial public
         offering, as you state on page 32, and to discuss the duration of the
secondary offering.
         Please also state the selling shareholders' net proceeds. Refer to
Item 501(b)(3) of
         Regulation S-K. In addition, given that there are two offerings and
the offering prices
         could differ, include risk factor disclosure to highlight the risk
that purchasers in the resale
         offering could pay more or less than the price in your primary
offering.
Prospectus Summary, page 1

4.       Balance your disclosures in the Summary with information regarding
your net losses
         and accumulated deficit.
The Offering, page 8

5.       Please also revise your disclosure on page 9 to clarify if the
information in the prospectus
         reflects a conversion of the Bridge Note, which you state on page 44
is convertible at the
         time of your IPO.
Our business may be harmed if our computer network. . ., page 19

6.       Please expand this risk factor to discuss risks arising from your
provision of tele-
         veterinarian offerings and other digital services. In this regard, we
refer to your statements
         about such offerings on pages 16 and 21.
Various government regulations could limit. . ., page 20

7.       We refer to the last two paragraphs in this risk factor. Please expand
your disclosures to
         identify the applicable states in which you currently have operations
that have these types
         of regulations.
Our board of directors may authorize and issue shares of new classes of stock.
.. ., page 23

8.       Please revise the heading of this risk factor to reference the
existence of the Class B
         common stock and expand the risk factor to explain the additional
rights that it grants to
         holders. Explain the other risks resulting from the higher number of
votes held by Class B
         shareholders, and state the percentage of outstanding shares that
Class B shareholders
         must keep to continue to control the outcome of matters submitted to
shareholders for
         approval. Also, state here and on the cover the total number of shares
of Class B stock that
         are outstanding and that are underlying convertible securities. In
this regard, we note that
         you have issued securities convertible into Class B common stock. If
the company will be
         a "controlled" company following the initial public offering, revise
to provide appropriate
 Kimball Carr
FirstName  LastNameKimball     Carr
Inspire Veterinary Partners, Inc.
Comapany 21,
November   NameInspire
               2022      Veterinary Partners, Inc.
November
Page  3    21, 2022 Page 3
FirstName LastName
         disclosures.
The sale or availability for sale of substantial amounts of our Class A common
stock. . ., page 24

9.       Please expand this risk factor to discuss the secondary offering,
including a discussion of
         your affiliates who are participating in the secondary offering.
Cautionary Statement Regarding Forward-Looking Statements, page 27

10.      We note your references to forward-looking statements within the
meaning of
         the Private Securities Litigation Reform Act of 1995. Please be
advised that the safe
         harbor for forward-looking statements is inapplicable because you are
not currently a
         reporting company. See Section 27A(a)(1) of the Securities Act.
Therefore, please revise
         to make it clear that the safe harbor does not apply to this offering
or delete all such
         statements.
Selling Stockholders, page 31

11.      Certain of your selling stockholders appear to be underwriters. We
note that Dragon
         Dynamic Catalytic Bridge SAC Fund and Target Capital 1 LLC are
affiliates of the
         underwriter. Please revise your disclosures as appropriate to identify
these entities as
         underwriters, including on the prospectus cover page, and to state
that such selling
         stockholders must offer and sell their shares for a fixed price for
the duration of the
         offering and disclose such fixed price. In addition, you state that
your selling stockholders
         may sell securities through underwriters. Please revise your
disclosures as appropriate to
         disclose the required information set forth in Item 508 for such
underwriters.
12.      We refer to your disclosure on page 32 that the selling stockholders
may engage in short
         sales. Please tell us whether any of the selling stockholders have any
open short positions.
         Also please explain the selling stockholders' ability to engage in
short sales under
         Regulation M, and add disclosure, including a risk factor, disclosing
the effects of short
         selling on the price of your shares.
13.      We refer to your statement on page 72 that your officers, directors,
and 5% or more
         shareholders have agreed to enter into lock-up agreements. Please
revise your disclosures
         as appropriate to clarify how these lock-up agreements affect the
secondary offering, to
         the extent applicable.
Use of Proceeds, page 33

14.      We refer to your disclosure that you plan for additional acquisitions,
and that at least five
         additional locations are under contract. Please identify these
businesses that are under
         contract and the purchase prices of these businesses. If any material
amounts of other
         funds are necessary to accomplish your specified purposes, state the
amounts of such
         other funds needed for each such specified purpose and the sources
thereof. Refer to
         Instructions 3 and 6 of Item 504 of Regulation S-K.
 Kimball Carr
FirstName  LastNameKimball     Carr
Inspire Veterinary Partners, Inc.
Comapany 21,
November   NameInspire
               2022      Veterinary Partners, Inc.
November
Page  4    21, 2022 Page 4
FirstName LastName
Summary of Results of Operations, page 40

15.      Please disclose the types of expenses that you include in the cost of
goods sold line item
         and the types of expenses that you include in the general and
administrative expenses line
         item. It appears cost of cost of goods sold does not include any
depreciation or
         amortization expense. Please tell us how your presentation complies
with SAB Topic
         11.B.
16.      Please quantify in the filing the extent to which the 2021-2022
revenue variance was
         impacted by acquisitions. Also, please quantify your product sales
revenue and your
         service revenue, and also quantify the corresponding cost of sales for
each revenue source.
         Any material changes in gross margin should also be explained. See the
guidance in Item
         303 of Regulation S-K.
Intangible Assets, page 51

17.      In 2021 and 2022 you have consummated multiple acquisitions of
veterinary clinics and
         recognized $4.8 million of goodwill but only $830,000 of customer
list/relationship
         intangible assets. It is not clear why a larger amount of purchase
price has not been
         allocated to the customer relationship intangible given your
disclosures on page 4 that
         your acquisition targets are expected to generate growth in their
operations. Please
         disclose in the filing the method that you primarily use to measure
the fair value of
         acquired customer relationships and explain to readers the material
acquired customer
         cash flow retention and growth rate assumptions you have historically
used and how these
         assumptions resulted in such a disproportionate amount of goodwill
being recognized in
         your financial statements. The expanded disclosure should enable a
reader to understand
         why such a relatively small valuation was allocated to the customer
relationship intangible
         asset in light of the substantial increases in revenues that have been
generated by the
         corresponding acquisitions. Compliance with ASC 805-20-55 should be
clearly evident.
Our Business, page 51

18.      You state that you use a "national consultancy model." Please expand
your disclosures to
         describe this model and to clarify how your business uses this model.
Revise to explain
         how IVP Practice Holding Co. LLC and IVP Real Estate Holding Co. LLC
work with the
         practices they own, including whether they provide any management
services to those
         entities. Discuss how your structure complies with various state
regulations that prohibit
         non-licensed veterinary persons from owning or operating veterinary
clinics in certain
         states. Discuss which acquisitions, if any, were "in-fill" purchases,
which you reference on
         page 4, and explain the meaning of this term. Also explain how you
work with Blue
         Heron Consulting. We note that you refer to them as your "partner
firm" on page 5.
         Disclose whether you have any agreements with Blue Heron Consulting,
and if you do,
         please revise to provide the material terms of such agreement(s), and
file such agreement
         as an exhibit.
 Kimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 5
19.      We refer to your statement on page 16 that you are expanding your
services and building
         out your "digital and data capabilities," and your reference on page
21 to your "provision
         of veterinary services through tele-veterinarian offerings." Please
expand your disclosures
         to discuss these offerings, including applicable regulations.
Government Regulation, page 56

20.      We note your statement on page 56 that you are providing "[e]xamples"
of regulations
         applicable to you. Please revise to discuss the effect of all existing
or probable regulations
         on your business, to the extent material. For example, we refer to
your statement that
         Texas has a regulation prohibiting non-licensed veterinary persons
from owning or
         operating veterinary clinics in Texas. Please revise to describe
similar laws or regulations
         in other states in which you operate, or advise. Additional examples
include whether there
         are material state laws applicable to you governing the dispensing of
prescription pet
         medications by your veterinarians, or licensing requirements
applicable to your
         veterinarians.
Management and Board of Directors, page 59

21.      Please revise the information regarding your officers and directors to
align with the
         disclosure referenced in Item 401 of Regulation S-K.
Executive and Director Compensation, page 65

22.      Please expand your description of your agreement with Kimball Carr to
describe all
         material terms of such agreement, including a description of how the
salary is determined
         based on your revenue and the incentive plan. Refer to Item 402(o) of
Regulation S-K.
         Revise to clarify how Mr. Keiser is paid for his services.
Change-in-Control Agreements, page 68

23.      We refer to your disclosure that you have not entered into any
change-in-control
         agreements with any of your officers. However, it appears that your
agreement with Mr.
         Carr has change-in-control and severance provisions. Revise to provide
the disclosure
         referenced in Item 402(q) of Regulation S-K.
Certain Relationships and Related Transactions, page 69
FirstName LastNameKimball Carr
24.    Please revise to provide the information required by Item 404 of
Regulation S-K. We
Comapany
       note,NameInspire
              for example,Veterinary  Partners,
                            that you have       Inc.
                                          an arrangement with Blue Heron
Consulting, which is
       affiliated
November           withPage
            21, 2022    your5COO.
FirstName LastName
 Kimball Carr
FirstName  LastNameKimball     Carr
Inspire Veterinary Partners, Inc.
Comapany 21,
November   NameInspire
               2022      Veterinary Partners, Inc.
November
Page  6    21, 2022 Page 6
FirstName LastName
Description of Capital Stock , page 69

25.      Please revise to describe how shareholder's rights may be modified.
Description of Capital Stock, page 69

26.      We note that Section XI of your current bylaws state that disputes
concerning the
         corporation or based on or relating to the "Stockholder Agreement"
will be submitted to
         mediation. However, it does not appear that there is a stockholder
agreement
         contemplated as part of this offering. Please explain the scope of
this provision, and
         whether it is intended to apply to claims made under the federal
securities laws, and revise
         your disclosures as appropriate to discuss the stockholder agreement,
including
         appropriate risk factors and file the agreement as an exhibit. We note
that Section 27 of
         the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
         any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
         and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
         courts over all suits brought to enforce any duty or liability created
by the Securities Act
         or the rules and regulations thereunder. We also note that your bylaws
continue to refer to
         Delaware. To the extent you intend to enter into amended and restated
bylaws, please
         revise your disclosures accordingly and update your exhibit index.
Underwriting
Lock-Up Agreements, page 78

27.      We refer to your discussion in this section that you have agreed to a
lockup period of
         six months. However, your disclosure on page 72 indicates that the
lockup period is only
         for three months. Please revise to reconcile your disclosures.
Financial Statements, page F-1

28.      We note that you were incorporated in 2020 and began acquiring
hospitals in 2021 which
         were accounted for as business acquisitions under ASC 805. You
acquired eight hospitals
         during the year ended December 31, 2021 and the six month period ended
June 30, 2022.
         Prior to these acquisitions, you had no operations. In this regard,
please address the
         following:
             Given your lack of operations prior to these acquisitions, please
tell us what
              consideration you gave as to whether you had a predecessor, as
defined in Rule 405
              of Regulation C, and whether predecessor audited financial
statements required by
              Rule 8-04 of Regulation S-X should be provided; and
             Please tell us what consideration you gave to providing financial
statements of
              businesses acquired and for probable acquisitions (page 33)
pursuant to Rule 8-04 of
              Regulation S-X and corresponding pro forma financial information
pursuant to
              Article 11 of Regulation S-X. In this regard, please provide us
with your significance
              test calculations for each acquisition.
 Kimball Carr
FirstName  LastNameKimball     Carr
Inspire Veterinary Partners, Inc.
Comapany 21,
November   NameInspire
               2022      Veterinary Partners, Inc.
November
Page  7    21, 2022 Page 7
FirstName LastName
Consolidated Statements of Cash Flows, page F-7

29.      It is not clear why you are presenting acquisition of goodwill rather
than payments for
         acquisition of business combination in your statements of cash flows.
Refer to ASC 230-
         10-45-13. Please advise or revise as necessary.
Note 2. Significant Accounting Policies and Basis of Presentation, page F-9

30.      We note your disclosures on page 70 regarding the Target Capital and
Dragon Capital
         warrants issued. Please disclose how you account for these warrants
including your
         consideration of ASC 815-40.
31.      Please disclose how you determined that you operate in one reportable
segment. Based on
         your business description, it is not clear whether your product sales
and services
         businesses are separate segments. Compliance with the accounting and
disclosure
         requirements of ASC 280 should be clearly evident.
Revenue Recognition, page F-12

32.      Please provide the disaggregated revenues disclosures required by ASC
606-10-50-5
         through 50-7. Please also refer to the guidance in ASC 606-10-55-89
through 55-91 when
         considering the appropriate categories for disaggregation.
Basic and Diluted Net Loss Per Share, page F-14

33.      Your disclosures elsewhere including on page F-70, indicate that the
only differences
         between the Class A and Class B shares are related to voting and
conversion rights. In
         this regard, please help us understand how you determined the loss per
share amounts
         pursuant to ASC 260, including how you determined how much of the net
loss should be
         allocated to each class. Please also disclose securities that could
potentially dilute basic
         EPS in the future that were not included in the computation of diluted
EPS because to do
         so would have been antidilutive for the period(s) presented. Refer to
ASC 260-10-50-1.
Note 7. Stockholders Equity, page F-53

34.      We note that your shareholders approved the Company   s 2022 Equity
Incentive Plan
         effective October 18, 2022. The Plan provides for the award of stock
options (incentive
         and non-qualified), stock awards and stock appreciation rights to
officers, directors,
         employees and consultants who provide services to the Company. In
addition we note
         that there have been issuances of common stock for services. Once you
have an estimated
         offering price or range, please explain to us how you determined the
fair value of the
         common stock underlying your equity issuances and the reasons for any
differences
         between the recent valuations of your common stock leading up to the
IPO and
         the estimated offering price. This information will help facilitate
our review of your
         accounting for equity issuances including stock compensation. Please
discuss with the
         staff how to submit your response.
 Kimball Carr
Inspire Veterinary Partners, Inc.
November 21, 2022
Page 8
Item 15. Recent Sales of Unregistered Securities, page II-2

35.    Revise to provide the information referenced by Item 15 of Form S-1 and
Regulation 701
       of Regulation S-K. You should provide the requested information for all
securities sold
       by you within the past three years which were not registered under the
Securities Act,
       including securities issued in exchange for property, services, or other
securities, and new
       securities resulting from the modification of outstanding securities.
Exhibits

36.    Please revise your exhibit index to indicate other exhibits to be filed,
and file such exhibits
       in future amendments. We note, for example, that you refer to the filing
of an amended
       and restated certificate of incorporation, which is not reflected in
your exhibit index. We
       also note that there are references to real estate leases for various
facilities that are not
       included. For your form of Asset Purchase Agreement, please re-file to
include Exhibit
       2.1(b)(ii) or clarify if such exhibit is represented by the form of
convertible note you have
       filed as Exhibit 10.6. If there is a purchase agreement for Pony Express
Veterinary
       Hospital and it differs from the form agreements filed as exhibits,
please also file the
       agreement as a separate exhibit. Refer to Item 601 of Regulation S-K.
General

37.    Please provide us with supplemental copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       have presented or expect to present to potential investors in reliance
on Section 5(d) of the
       Securities Act, whether or not you retained, or intend to retain, copies
of those
       communications.
       You may contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Sean Healy at 202-551-5586 or Dorrie Yale at 202-551-8776 with any other
questions.



                                                              Sincerely,

FirstName LastNameKimball Carr                                Division of
Corporation Finance
                                                              Office of
Industrial Applications and
Comapany NameInspire Veterinary Partners, Inc.
                                                              Services
November 21, 2022 Page 8
cc:       Joe Laxague, Esq.
FirstName LastName