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CORRESP
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    September 3, 2025
    Philip T. Colton

Direct Dial: (612) 604-6729

Main Fax: (612) 604-6800

pcolton@winthrop.com

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Park Dental Partners, Inc.

Submission No. 2 to Draft Registration Statement on Form S-1

Submitted July 29, 2025

CIK No. 0002069604

Ladies and Gentlemen:

On
behalf of Park Dental Partners, Inc. (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities
and Exchange Commission (the “Commission”) a Form S-1 Registration Statement relating to the Registrant’s offering
of shares of its common stock. The registration statement is marked to show changes from the Draft Registration Statement confidentially
submitted on July 29, 2025. The Form S-1 Registration Statement has been revised in response to the Staff’s comments
and to reflect certain other changes, including the presentation of consolidated financial statements as of and for the quarterly periods
ended June 30, 2025 and 2024, respectively, and related disclosure throughout the  Registration Statement.

In
addition, we are providing the following responses to your comment letter, dated August 12, 2025, regarding Submission No. 2 to the Draft Registration Statement. To assist your review, we have retyped the text of the Staff’s comments in italics below. Please
note that all references to page numbers in our responses refer to the page numbers of the Form S-1 Registration Statement. The responses and
information described below are based upon information provided to us by the Registrant.

September 3, 2025

Page 2

Amendment
No. 1 to Draft Registration Statement on Form S-1 submitted July 29, 2025

Cover Page

 1. Please revise your cover page to disclose, as you do on page 106, that this registration
statement registers the shares underlying the Underwriter’s Warrants.

Response:

The Registrant acknowledges the Staff’s
comment and has revised the prospectus cover page disclosure to state that the Registration statement also registers the shares underlying
the Underwriter’s warrants.

Our Growth Strategy, page 8

 2. We note your response to comment 8, including that, “[a]s it pertains to our future growth strategy,
we have provided incremental disclosure to state that we are targeting the expansion around our core MSA today, as well as select national
markets, which will be opportunistic based on acquisition opportunities,” and that because you “are unable determine where
future acquisition opportunities may arise, we are also unable to quantify or disclose the number of future MSAs that may be targeted.”
To provide context for investors regarding disclosure about your expansion plans in the near term, please revise your disclosure to clarify,
as you do in your response, that you are unable to determine where future acquisition opportunities may arise. In addition, to the extent
the timing of implementing your expansion plans is unknown, please disclose this in your filing.

Response:

The
Registrant acknowledges the Staff’s comment and has revised the disclosure on pages 9 and 70 to provide context as to our
future expansion plans and the limitation on our ability to ‘determine where future acquisition opportunities may arise,
the timing of any opportunities, and we are also unable to quantify or disclose the number of future MSAs that may be targeted’.

2023 Reorganization, page 10

 3. We note your response to comment 3 and your corporate organizational structure diagram provided on
page 10. Please revise your diagram to include DDS Advisor LLC, and identify the person or entity that owns the equity in each depicted
entity and the relevant ownership percentages, if material. If you do not believe this information is material, please tell us why in
your response. In this regard, we note your disclosure that your structure includes DDS Advisor, LLC, which is composed of practicing
dentists at your affiliated dental practices who also hold equity positions in Park Dental Partners, Inc.

Response:

The Registrant acknowledges the Staff’s
comment and has revised the disclosure and diagram on page 11 to incorporate DDS Advisor LLC and cross reference to relevant disclosures
on the structure and powers of DDS Advisor LLC, and clarify that each affiliated practice is owned by a sole individual dentist owner,
and described other relevant ownership percentages.

September 3, 2025

Page 3

Summary Consolidated Financial and Other Data,
page 16

 4. We note your response to comment 33. We note that you used an assumed effective tax rate of 28.7% for
purposes of determining the pro forma adjustment to reflect 2023 on a full year C corporation equivalent tax basis. Please confirm this
represents the statutory rate in effect for this period; otherwise, please help us understand how you determined it was appropriate to
use this rate.

Response:

The Registrant acknowledges the Staff’s
comment and confirms to the Staff that the assumed effective tax rate of 28.7% utilized in determining the pro forma adjustment to reflect
2023 full year on a C corporation equivalent tax basis is the combined Federal and State statutory income tax rate.

 5. We note your response to comment 15. Given that the pro forma financial information provided pursuant
to Article 11 of Regulation S-X assumes that the transaction which is being given pro forma effect occurred at the beginning of the
fiscal year, please tell us what consideration you gave to also reflecting the expense associated with the subsequent quarterly vesting
of the grants at a rate of 6.25% during the first year.

Response:

The Registrant acknowledges the Staff’s
comment and advises that the pro forma disclosures on page 18 in accordance with Article 11 of Regulation S-X have been revised
to incorporate expenses and share issuances post offering related to the subsequent quarterly vesting of restricted shares at the rate
of 6.25% of the grant value during 2024 and interim periods.

Risk Factors

Our business is dependent on long-term arrangements . . ., page 21

 6. We note your revised disclosure in response to comment 1, including your revised risk factor on page 21
disclosing that termination of an administrative resource agreement could result in a loss of your ability to consolidate revenues and
that loss of an affiliated dental practice or breach of an administrative resource agreement could also result in regulatory issues. Please
revise your risk factor disclosure to briefly describe the relevant regulatory issues. Please also revise your Prospectus Summary to briefly
expand on the “material adverse effects on [y]our financial results” and potential “other negative consequences”
that could arise from termination or breach of these long-term agreements, as you do in your revised risk factor on page 21.

Response:

The Registrant acknowledges the
Staff’s comment and advises that the disclosures on pages 12 and 22 have been expanded to describe the adverse impacts
that could arise on the termination of an administration resource agreement, including losing the ability for the affiliated
practices to operate and our ability to generate revenue.

September 3, 2025

Page 4

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 45

 7. We note your revised disclosure in response to comment 17 that “Park Dental Partners, Inc.
has a controlling financial interest in the affiliated dental groups operating under the administrative resources agreements which provide
the DRO the right to receive a significant majority of profits generated by the affiliated dental practices.” Please further revise
your disclosure in this section to briefly disclose, or provide a cross-reference to more detailed disclosure elsewhere, that you have
variable interests in the affiliated dental practices on the basis of your Administrative Resources Agreements, and the implications of
these variable interests. We note your disclosure on page F-25. In addition, please revise your Basis of Presentation disclosure
on page 3, the discussion of your operating structure in your Prospectus Summary, and your risk factors to note this VIE structure
and describe the related risks.

Response:

The
Registrant acknowledges the Staff’s comment and has revised disclosure on pages 3, 11, and 48 to describe
the existence of the variable interest and our position as primary beneficiary of the affiliated dental practices as a result of our
Administrative Resource Agreements, and have cross referenced to further description under Note 16, Variable Interest
Entities, of the Notes to the Consolidated Financial Statements.

Patient Retention Rate, page 48

 8. We note your response to comment 21, including that your definition of active patients is based on
your policy, which is aligned with the American Dental Association’s (ADA) clinical procedure codes that establish comprehensive
oral evaluations for patients who have been absent from active treatment for three or more years, that adult patients who have not been
seen in your practices in 36 months are removed from your active patient list, and that you apply a shorter time period for pediatric
patients in recognition of youth growth profiles. Please revise your filing to include the substance of your response as disclosure.

Response:

The
Registrant acknowledges the Staff’s comment and has revised disclosures on page 51, to describe that ‘Patients
who have not been seen by our affiliated dental practices within these time periods are removed from our active patient lists’,
and that this ‘methodology is aligned with ADA clinical procedure codes, and is consistent with treatment protocols for new patients,
before being considered an active patient again’.

September 3, 2025

Page 5

Critical Accounting Estimates

Accounts Receivable and Revenue Recognition,
page 53

 9. We note your response to comment 23. Please further expand your disclosures to address how you determined
your estimated accounts receivable allowance and correspondingly were able to determine that your accounts receivable, net of allowance
was appropriately stated as of December 31, 2024, in light of the issues noted with transitioning to a new dental practice management
and billing system in 2024.

Response:

The
Registrant acknowledges the Staff’s comment and has revised disclosure on page 72 and following to clarify information used
to estimate accounts receivable allowance as of December 31, 2024 and subsequent interim periods. The
Registrant establishes the contractual allowance as its best estimate based on third-party payor agreements and payor collection and concession
experience and concessions.

The Registrant believes the reserve
for uncollectible accounts was appropriately stated as of December 31, 2024.   The Registrant experienced reduced patient statement
and collection notice functionality for non payor (patient) related amounts as a result of the implementation of a new dental management
and billing system, leading to an increase in aging of certain patient receivables. We were appropriately reserved for this risk as of
December 31, 2024, with a higher reserve to net receivable balance than historical trends, and continue to be appropriately reserved
as of June 30, 2025.

Note 1. Nature of Business and Summary of Significant Accounting
Policies, page F-7

10.          We
note your response to comment 30. Please address the following:

 ·  Please help us better understand how you determined that the restructuring represents a transaction
between entities with a high degree of common ownership. In this regard we note that a high degree of common ownership generally exists
when multiple shareholders hold similar ownership interests in multiple entities;

 · You state that the restructuring resulted in an exchange of ownership interests between affiliated
dental practices (i.e. PDG, TDS, and OSM) and Park Dental Partners, Inc. Please help us understand how the dental practices were
affiliated before the transaction; and

 ·  Please tell us what consideration you gave as to whether the restructuring could be viewed to be a
roll-up or put-together transaction. Refer to ASC 805-10-55-3.

Response:

The Registrant acknowledges the Staff’s comment and confirms
the prior response that as it pertains to the 2023 restructuring, each dental practice entity contributed substantially all net assets
to Park Dental Partners, Inc. which individually comprised approximately 83.07%, 15.81%, and 1.12%, by PDG, TDS, and OSM, of the
respective aggregate contribution. In exchange, Park Dental Partners, Inc. issued proportional equity interests such that the former
owners of PDG, TDS, and OSM practices received equity interests in Park Dental Partners, Inc. of approximately 82.62%, 15.61%, and
1.76%, respectively.

September 3, 2025

Page 6

Prior to the restructuring, the practicing dentists have for the life
of these entities considered themselves as a single combined group operating with a common structure and purpose.

We are providing the following facts and circumstances demonstrating
PDG’s high degree of common ownership and thus, common control over TDS and OSM, including its ability to direct policies and management
decisions, for many years prior to the 2023 reorganization:

 - PDG established the TDS and OSM entities in 1998 and 2011, respectively. The entities were created by PDG to provide multi-specialty
dental care to patients in the same geographical region as PDG, providing a full complement of services to PDG’s patients.

 - At the time of reorganization, PDG owned 31.55% of TDS’ outstanding equity shares and 51.1% of OSM’s outstanding equity
shares. Additionally, TDS held a 21.9% ownership of OSM’s outstanding equity shares. PDG’s ownership was diluted over time
as dentists were awarded the opportunity to buy into the equity. PDG’s equity positions and related member control agreements provided
it with effective control over operational decisions of all three entities.

 - The member control agreements in place for each of the entities provided PDG with the right to make the final
                                                                                                                                                approval for all decisions related to profit distributions, annual budgets, amendments to the articles of incorporation
                                                                                                                                                and member control agreements, and admission of new dentist to the dentist practice partnerships.

 - A subset of key senior PDG and TDS board members and executives served as an operating committee across the dental practices and participated in the meetings of, all three boards
                                                                                                                                                to ensure the commonality of principles of operations, purpose and control.

 - The non-clinical operations of the three entities have been under the direction of a single Chief Executive Officer and single Chief
Administrative Officer and have been supported by one centralized resource group. Business operations were subject to member control agreements
between PDG,  TDS and OSM, respectively.

 - Under the terms of the member control agreements noted above the operating committee determined the profit distribution each dentist/shareholder
was to receive in a given year based on their respective ownership, contributions to revenue and other factors. All three entities participated
in profit distributions based on similar member control agreements and shared profits as determined by the same operating committee, with
consistent payout percentages for