United States securities and exchange commission logo
July 6, 2023
Kimball Carr
Chief Executive Officer
Inspire Veterinary Partners, Inc.
780 Lynnhaven Parkway
Suite 400
Virginia Beach, VA 23452
Re: Inspire Veterinary
Partners, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-271198
Dear Kimball Carr:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
14, 2023 letter.
Amendment No. 3 to Form S-1
Dilution, page 33
1. It appears that certain
amounts presented in your dilution section are inconsistent with one
another. For example,
the second paragraph indicates that 630,682 shares of Class A
common stock are
potentially issuable upon the exercise of warrants outstanding as of the
date of this
prospectus; however, the table below shows 680,682 Shares of Class A
common stock that are
potentially issuable upon exercise warrants outstanding as of the
date of this
prospectus. In addition, the paragraph above the table indicates that the
Company anticipates
that the aggregate number of shares of Class A common stock to be
outstanding after this
offering will be 5,782,203; however the table below indicates a
Kimball Carr
Inspire Veterinary Partners, Inc.
July 6, 2023
Page 2
different number. Please revise your disclosures as necessary.
Security Ownership of Certain Beneficial Owners and Management, page 71
2. We note your revisions in response to our prior comment 5 and reissue in
part. Please
explain your use of the same number of shares outstanding for your
calculation of
beneficial ownership before the offering and after the offering. In this
regard, we note
your statement that the table reflects 5.3 million shares of Class A
common stock "issued
and outstanding as of the date of this prospectus," when your other
disclosures state that
there are 970,457 shares of Class A common stock currently issued and
outstanding.
You may contact Nudrat Salik at 202-551-3692 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-5831 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
July 6, 2023 Page 2
cc: Joe Laxague, Esq.
FirstName LastName