SecProbe.io

CORRESP
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    Joe
    Laxague

    Partner

    jlaxague@cronelawgroup.com

    Mason
    Allen

    Of
    Counsel

    mallen@cronelawgroup.com

VIA
EDGAR

May
23, 2023

THE
UNITED STATES SECURITIES

AND
EXCHANGE COMMISSION

Washington,
D.C. 20549

    Attn:
    Sean
    Healy

    Dorrie
    Yale

    Re:
    Inspire
    Veterinary Partners, Inc.

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

    Filed
    April 25, 2023

    File
    No. 333-271198

Dear
Ms. Nimitz and Ms. Yale:

We
write on behalf of Inspire Veterinary Partners, Inc. (the “Company”) in response to comments by the United States Securities
and Exchange Commission (the “Commission”) in its letter dated May 15, 2023, commenting on Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed April 25, 2023 (the “Registration Statement”).

Titling
and paragraph numbering of the comments listed below corresponds to the titling and numbering used in the Commission’s comment
letter.

Prospectus
Summary, page 1

Anticipated
Growth through Acquisitions, page 4

 1. We
                                            note your revisions in response to our prior comment 1, including your statement that approximately
                                            $8.2 million of your outstanding indebtedness is convertible into shares of Class A common
                                            stock. Please further revise to clarify if that entire amount is reflected in the 2,648,656
                                            shares reflected in the table on page 9, and whether the entire amount of that indebtedness
                                            is automatically or mandatorily convertible in connection with the primary offering, or otherwise
                                            expected to be converted in connection with the primary offering.

Response:
In response to this comment, the Company has amended the Registration Statement to clarify that the Company’s outstanding indebtedness
is not automatically or mandatorily convertible, and to further disclose the number of debt holders who have provided written commitments
to convert their debt to equity in connection with the offering.

The
Offering, page 8

 2. We
                                            note your revisions in response to our prior comment 2 and reissue in part. There are still
                                            several discrepancies in your prospectus. For example, the shares of class A common stock
                                            that are potentially issuable upon conversion of Class B common stock held by nonaffiliates
                                            do not appear to be included in the total shares of Cass A common stock being offered in
                                            this filing that are set forth in the table on page 9, despite the lead-in narrative and
                                            the amounts disclosed elsewhere, such as in footnote 8 to the selling stockholder table.
                                            Please also revise to address other discrepancies, such as the number of shares of Class
                                            A common stock that are issued and outstanding, as we note three different amounts stated
                                            throughout your prospectus as of the date of the prospectus, and the number of shares of
                                            Class A common stock issuable upon exercise of your warrants.

Response:
In response to this comment, the Company respectfully advises the Staff that the 408,500 shares of Class A common stock that are issuable
upon conversion of shares of Class B common stock held by non-affiliates are included in the chart on page 9 of the prospectus and in
the selling stockholders table, represented by the names “Joshua Levy” and “Joshua Marten”. The Company has further amended the Registration
Statement to update the number of shares being registered in the secondary offering and made conforming changes under the caption “Prospectus
Summary” and throughout the Registration Statement.

The
sale or availability for sale of substantial amounts of our Class A common stock could adversely affect their market price, page 24

 3. We
                                            acknowledge your revised disclosures in response to comment 4. As previously noted, please
                                            also revise your risk factor to describe the risk to purchasers in your primary offering
                                            that the large number of shares being offered in the resale transaction could depress the
                                            market price of your common stock. In addition, we note your revised disclosure on page 30,
                                            which indicates that you are not registering the Class A common stock to be held by Messers.
                                            Carr, Coleman, Keiser, Lau and Marten, upon conversion of their shares of Class B common
                                            stock. However, you continue to appear to state on page 24 that those shares are being registered
                                            by this prospectus. Please revise your disclosure to address this discrepancy, and ensure
                                            that footnotes to the selling stockholder table are appropriately updated, including footnote
                                            5.

Response:
In response to this comment, the Company has amended the Registration Statement to update the indicated risk factor and to clarify that
shares of Class A common stock issuable upon conversion of Class B common stock held by Messers. Carr, Coleman, Keiser, Lau and Marten
are not being registered pursuant to the Registration Statement.

Liquidity
and Capital Resources, page 42

 4. As
                                            previously requested, please disclose on page 42 whether you are currently in compliance
                                            with all of your debt covenants and also whether there have been any instances of non-compliance
                                            during the periods presented and through the date of this filing.

Response:
In response to this comment, the Company has amended the Registration Statement to disclose that, as of the date of the prospectus, the
Company is in compliance with all covenants and commitments associated with its debt agreements, and that the Company is not aware
of any instances of breaches or non-compliance with its covenants and commitments under its debt agreements.

Security
Ownership of Certain Beneficial Owners and Management, page 69

 5. Please
                                            revise your selling stockholder table and beneficial ownership table to reflect information
                                            as of a recent date. Please also revise to explain the exclusion of shares noted in footnotes
                                            3 and 8. Refer to Item 403 of Regulation S-K. In addition, we note your disclosure in a prior
                                            amendment that Star Circle Advisory had distributed 333,250 shares of Class B common stock
                                            to Mr. Carr. However, we note your revised disclosure on page 71 that Star Circle initially
                                            purchased 2,150,000 shares of Class B common stock. Please revise the beneficial ownership
                                            table to reflect similar distributions to other individuals or Star Circle's remaining ownership,
                                            or advise.

Response:
In response to this comment, the Company has amended the Registration Statement to update all selling stockholder share amounts and
to include the shares of Class A common stock issuable to Mr. Carr in connection with an outstanding warrant. The Company
respectfully advises the Staff that Mr. Carr purchased 22,728 shares of Class A common stock in an initial equity round of
investment, and separately Mr. Carr received 333,250 shares of Class B common stock following a distribution of such shares from
Star Circle Advisory. The Company also respectfully advises the Staff that the shares of Class A common stock issuable to Target
Capital 1 LLC remain unexercised as of the date of this correspondence.

Exhibits

 6. We
                                            note that you have filed additional exhibits. Please revise your exhibit index to ensure
                                            that it properly reflects your filed exhibits.

Response:
In response to this comment, the Company has amended the Registration Statement to confirm that the exhibit index it properly reflects
the Company’s filed exhibits.

Please
feel free to contact me should you require additional information at (775) 234-5221 or jlaxague@cronelawgroup.com.

THE
CRONE LAW GROUP, P.C.

    By:
    /s/
    Joe Laxague

    Joe Laxague, Esq.