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 January 16, 2026

Chenlong Tan
Chief Executive Officer
iPower Inc.
8798 9th Street
Rancho Cucamonga, CA 91730

 Re: iPower Inc.
 Registration Statement on Form S-1
 Filed January 12, 2026
 File No. 333-292682
Dear Chenlong Tan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Megan J. Penick
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 January 16, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Request for Acceleration – iPower Inc.

 Registration Statement on Form S-1

 Filed January 12, 2026

 (File No. 333-292682)

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, iPower Inc. (the "Company"), respectfully requests that the Commission accelerate
the effectiveness of the above-referenced Registration Statement on Form S-1 (File No. 333-292682), and permit said Registration Statement
to become effective at 9:00 a.m. (Eastern Time) on Tuesday, January 20, 2026, or as soon thereafter as practicable.

 The Company hereby authorizes
Megan J. Penick Esq., of Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

 Please contact Megan J Penick
Esq., of Dorsey & Whitney LLP, at penick.megan@dorsey.com or by telephone at 201-892-9525, with any questions and please notify us
when this request for acceleration has been granted.

 Sincerely,

 iPower Inc.

 By:
 /s/ Chenlong Tan

 Name:
 Chenlong Tan

 Title:
 Chief Executive Officer

CORRESP
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July 24, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Request for Acceleration – iPower Inc.

  Registration Statement on Form S-1

  Filed July 9, 2024

  (File No. 333-280734)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, iPower Inc. (the “Company”), respectfully requests that the Commission accelerate the effectiveness
of the above-referenced Registration Statement on Form S-1 (File No. 333-280734), and permit said Registration Statement to become effective
at 4:00 p.m. (Eastern Time) on Friday, July 26, 2024, or as soon thereafter as practicable.

The Company hereby authorizes Megan Penick, of
Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

Please contact Megan Penick, of Dorsey & Whitney
LLP, at penick.megan@dorsey.com or by telephone at 201-892-9525, with any questions and please notify us when this request for acceleration
has been granted.

    Sincerely,

    iPower Inc.

    By:
    /s/ Kevin Vassily

    Name:
    Kevin Vassily

    Title:
    Chief Financial Officer

July 16, 2024
Chenlong Tan
Chief Executive Officer
iPower Inc.
8798 9th Street
Rancho Cucamonga, CA 91730
Re:iPower Inc.
Registration Statement on Form S-1
Filed July 9, 2024
File No. 333-280734
Dear Chenlong Tan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Megan Penick

CORRESP
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iPower Inc.

8798 9th Street

Rancho Cucamonga, CA 91730

September 29, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Kate Beukenkamp

    Re:
    iPower Inc.

    Registration Statement on Form S-3

    File No. 333-274665

Dear Ms. Beukenkamp:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, iPower Inc., a Nevada corporation (the “Registrant”), hereby respectfully requests
that the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”) be
accelerated so that the Registration Statement will become effective at 4:30 p.m. Eastern Time on September 29, 2023 or as soon as practicable
thereafter.

The Registrant hereby acknowledges that:

(i) should the Commission or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action
with respect to the Registration Statement;

(ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant may not
assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Megan Penick,
of Michelman & Robinson, LLP, at mpenick@mrllp.com or by telephone at 646-320-4104, with any questions and please notify us when this
request for acceleration has been granted.

    Sincerely,

    By:
    /s/ Chenlong Tan

    Name:
     Chenlong Tan

    Title:
    Chief  Executive Officer

    cc:
    Megan J.  Penick, Michelman & Robinson, LLP

United States securities and exchange commission logo
September 26, 2023
Chenlong Tan
Chief Executive Officer
iPower Inc.
8798 9th Street
Rancho Cucamonga, CA 91730
Re:iPower Inc.
Registration Statement on Form S-3
Filed September 25, 2023
File No. 333-274665
Dear Chenlong Tan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Megan Penick

CORRESP
1
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D.A. Davidson & Co.,

On behalf of itself and as the Representative

of the several Underwriters

c/o D.A. Davidson & Co.

611 Anton Blvd., Suite 600

Costa Mesa, CA 92626

May 7, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Taylor Beech

Re: iPower Inc.

Registration Statement on Form S-1 (File No. 333-252629)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representative of the several underwriters, hereby join in the request of iPower Inc. (the “Company”)
for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 5:00 PM, Eastern Time,
on May 10, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Michelman & Robinson,
LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative
of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary
Prospectus dated April 27, 2021:

 (i) Dates of distribution: April 27, 2021 through the date hereof

 (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 3

 (iii) Number of prospectuses furnished to investors: 1,174

 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: 9

We, the undersigned, as representative of the several underwriters,
have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

D.A. DAVIDSON & CO.

Acting severally on behalf of itself and the several Underwriters

D.A. Davidson & Co.

By: /s/ Andrew Norwood

Name: Andrew Norwood

Title: Director

CORRESP
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iPower Inc.

2399 Bateman Avenue

Duarte, CA 91010

May 7, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    iPower Inc.

    Registration Statement on Form S-1

    File No. 333-252629

Acceleration Request

Requested Date:	May 10, 2021

Requested Time:	5:00 p.m. Eastern
Time (US)

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, iPower Inc. (the “Registrant”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 (File No. 333-252629) (the “Registration Statement”) so that
it may become effective at 5:00 p.m. Eastern Daylight Time on May 10, 2021.

The
Registrant hereby authorizes Megan J. Penick, of Michelman & Robinson, LLP, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i) should
the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii) the
Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    iPower Inc.

    By: /s/ Chenlong Tan

    Name: Chenlong Tan

    Title: Chief Executive Officer

CORRESP
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May 6, 2021

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    iPower Inc.

    Amendment No. 3 to Registration Statement on Form S-1

    Submitted May 5, 2021

    CIK No. 0001830072

Dear Ms. Beech:

On behalf of iPower Inc., a Nevada corporation
(the “Company” or “iPower”), we are hereby transmitting the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) on May 6, 2021, regarding Amendment No. 3 to the Registration Statement on Form S-1 (the “Registration
Statement”), as submitted to the Commission on May 5, 2021 (the “April Filing”).

For your convenience, we have repeated below the
comments of the Staff in bold, and have followed the Staff’s comments with the Company’s response.

Amendment No. 3 to Registration Statement on Form
S-1 Filed May 5, 2021

    1.

    We note that you have deleted language (i) that you cater primarily
    to home cultivators

    “growing specialty crops, including cannabis and hemp,”
    (ii) that you “intend to leverage

    the growth of cannabis and CBD products, in tandem with its increased
    legalization, to

    further build [y]our brand and promote [y]our hydroponics equipment
    and products within

    the cannabis community,” and (iii) that you believe that your
    entry into “cannabis

    friendly” markets like Europe will accelerate your growth
    and further diversify your

    customer base.

The Company removed the above disclosure as the
Company’s primary business is selling hydroponic equipment to crop growers in general, without a specific focus on the cannabis
market. As we do not market specifically to cannabis growers, have not historically marketed to cannabis growers, and do not, in fact,
market to cannabis growers at all (either presently or on a historical basis), we believe the above disclosure was unnecessary. While
cannabis growers may constitute a portion of our customers, and it is possible that this market may increase in the future, we do not
know whether cannabis growers constitute a large or small portion of our overall customer base. As such, and especially in light of the
fact that we do not market our product to cannabis growers, we did not deem the above disclosure to be relevant to our business and thus
removed it from the Registration Statement.

We thank the Staff in advance for its review of
the foregoing in relation to the Company’s Amendment No. 3 to its Registration Statement on Form S-1 and related Prospectus submitted
to the SEC on May 5, 2021. We respectfully request that you provide us with any further comments today, as we are seeking effectiveness
later this afternoon, May 6, 2021. Should you have any questions or concerns, kindly contact our counsel, Megan J. Penick, Esq. or Stephen
Weiss, Esq. of Michelman & Robinson, LLP, by telephone at (646) 320-4104 or (917) 797-0015, respectively.

Sincerely,

/s/ Chenlong Tan

Chairman, Chief Executive Officer and President

iPower Inc.

United States securities and exchange commission logo
May 6, 2021
Chenlong Tan
Chief Executive Officer
iPower Inc.
2399 Bateman Avenue
Duarte, CA 91010
Re:iPower Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 5, 2021
File No. 333-252629
Dear Mr. Tan:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1 Filed May 5, 2021
General
1.We note that you have deleted language (i) that you cater primarily to home cultivators
“growing specialty crops, including cannabis and hemp,” (ii) that you “intend to leverage
the growth of cannabis and CBD products, in tandem with its increased legalization, to
further build [y]our brand and promote [y]our hydroponics equipment and products within
the cannabis community,” and (iii) that you believe that your entry into “cannabis
friendly” markets like Europe will accelerate your growth and further diversify your
customer base.

In an appropriate place, to the extent you have previously targeted customers in the
cannabis industry as part of your historical revenue generation and planned growth

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 May 6, 2021 Page 2
 FirstName LastName
Chenlong Tan
iPower Inc.
May 6, 2021
Page 2
strategy and that target market has shifted, as suggested by the deleted disclosure, please
discuss how that shift may impact your business and financial position. Otherwise, please
tell us why you have deleted such disclosure.
            Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Megan Penick

CORRESP
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iPower Inc.

2399 Bateman Avenue

Duarte, CA 91010

May 6, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    iPower Inc.

    Registration Statement on Form S-1

    File No. 333-252629

Withdrawal of Acceleration Request

Ladies and Gentlemen:

Reference is made to
our letter, filed as correspondence via EDGAR on May 5, 2021, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for Thursday, May 6, 2021, at 4:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933,
as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw
our request for acceleration of the effective date.

    Very truly yours,

    iPower Inc.

    By: /s/ Chenlong Tan

    Name: Chenlong Tan

    Title: Chief Executive Officer

CORRESP
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iPower Inc.

2399 Bateman Avenue

Duarte, CA 91010

May 5, 2021

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    iPower Inc.

    Registration Statement on Form S-1

    File No. 333-252629

Acceleration Request

Requested Date:	May 6, 2021

Requested Time:	4:00 p.m. Eastern
Time (US)

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, iPower Inc. (the “Registrant”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 (File No. 333-252629) (the “Registration Statement”) so that
it may become effective at 4:00 p.m. Eastern Daylight Time on May 6, 2021.

The
Registrant hereby authorizes Megan J. Penick, of Michelman & Robinson, LLP, to orally modify or withdraw this request for acceleration.

The
Registrant hereby acknowledges that:

(i) should
the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii) the
Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    iPower Inc.

    By: /s/ Chenlong Tan

    Name: Chenlong Tan

    Title: Chief Executive Officer

CORRESP
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D.A. Davidson & Co.,

On behalf of itself and as the Representative

of the several Underwriters

c/o D.A. Davidson & Co.

611 Anton Blvd., Suite 600

Costa Mesa, CA 92626

May 5, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Taylor Beech

    Re:
    iPower Inc.

Registration Statement on Form S-1 (File No. 333-252629)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as representative of the several underwriters, hereby join in the request of iPower Inc. (the “Company”)
for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time,
on May 6, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Michelman & Robinson,
LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative of the several
underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated
April 27, 2021:

    (i)
    Dates of distribution: April 27, 2021 through the date hereof

    (ii)
    Number of prospective underwriters to which the preliminary prospectus was furnished: 3

    (iii)
    Number of prospectuses furnished to investors: 1,174

    (iv)
    Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: 9

We, the undersigned, as representative of the several underwriters,
have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    D.A. DAVIDSON & CO.

    Acting severally on behalf of itself and the several Underwriters

    D.A. Davidson & Co.

    By: /s/ Andrew Norwood

    Name: Andrew Norwood

    Title: Director

CORRESP
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April 27, 2021

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    iPower Inc.

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

    Submitted April 15, 2021

    CIK No. 0001830072

Dear Ms. Beech:

On behalf of iPower Inc., a Nevada corporation
(the “Company” or “iPower”), we are hereby transmitting the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) on April 22, 2021, regarding Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration
Statement”), as submitted to the Commission on April 15, 2021 (the “April Filing”).

For your convenience, we have repeated below the
comments of the Staff in bold, and have followed each of the Staff’s comments with the Company’s response.

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

Description of Capital Stock, page 59

    1.

    We note your disclosure that you amended and restated your articles
    of incorporation to eliminate any future issuances of Class B Common Stock after the holders of your Class B Common Stock all of their
    shares into Class A Common Stock in April 2021; however, this section still includes references to your Class B Common Stock and a fifth
    amended and restated articles of incorporation is not included in your exhibit index. Please file the latest amendment, or, if such amendment
    will be superseded, the version of your articles of incorporation that will be effective upon the closing of this offering and revise
    this section to reflect the terms of this latest amendment.

We have updated the description of capital stock
throughout the Registration Statement to remove reference to Class A and Class B common stock and to refer to Common Stock only, except
where a description of such stock was warranted. We have also filed as Exhibit 3.2 the Company’s Fifth Amended and Restated Articles
of Incorporation, which were adopted on April 22, 2021 and filed with the Nevada Secretary of State’s office on April 23, 2021.

Ms. Taylor Beech

U.S. Securities and Exchange Commission

April 27, 2021

Page 2

General

    2.
    Please provide support for the statements that you are “a leading online retailer” and “a leading online hydroponic equipment supplier.”

Where we have used language discussing be “a
leading online retailer” and “a leading online hydroponic equipment supplier” we have adjusted the language to state
“we believe we are among the leading online retailers and suppliers” and otherwise use similar qualifying language. Our understanding
and belief regarding such position comes from our high Amazon ratings and sales. (See attached as Exhibit A a sample of
Amazon ratings as regards various of iPower’s products.) Nonetheless, as we are unable to definitively confirm our position as relates
to our competitors, as much of such information is confidential, we added in qualifying language. See pages 4 and 36 to our Registration
Statement.

We thank the Staff in advance for its review
of the foregoing and of the Registration Statement on Form S-1 and related Prospectus submitted today. We respectfully request that
you provide us with your comments to the revised Registration Statement on or before April 30, 2021. Should you have any
questions or concerns, kindly contact our counsel, Megan J. Penick, Esq. or Stephen Weiss, Esq. of Michelman & Robinson, LLP, by
telephone at (646) 320-4104 or (917) 797-0015, respectively.

Sincerely,

/s/ Chenlong Tan

Chairman, Chief Executive Officer and President

iPower Inc.

Exhibit A

[Sample Amazon Rankings of Various iPower Products]

      6

United States securities and exchange commission logo
April 22, 2021
Chenlong Tan
Chief Executive Officer
iPower Inc.
2399 Bateman Avenue
Duarte, CA 91010
Re:iPower Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 15, 2021
File No. 333-252629
Dear Mr. Tan:
            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.
Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2021
Description of Capital Stock, page 59
1.We note your disclosure that you amended and restated your articles of incorporation to
eliminate any future issuances of Class B Common Stock after the holders of your Class B
Common Stock converted all of their shares into Class A Common Stock in April 2021;
however, this section still includes references to your Class B Common Stock and a fifth
amended and restated articles of incorporation is not included in your exhibit index.
Please file the latest amendment, or, if such amendment will be superseded, the version of
your articles of incorporation that will be effective upon the closing of this offering and
revise this section to reflect the terms of this latest amendment.

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 April 22, 2021 Page 2
 FirstName LastName
Chenlong Tan
iPower Inc.
April 22, 2021
Page 2
General
2.Please provide support for the statements that you are "a leading online retailer" and
"a leading online hydroponic equipment supplier."
            Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Megan Penick

CORRESP
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February 1, 2021

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

    Re:
    iPower Inc.

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

    Submitted January 11, 2021

    CIK No. 0001830072

Dear Ms. Beech:

On behalf of iPower
Inc., a Nevada corporation (the “Company”), we are hereby transmitting the Company’s response to
the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) on January 15, 2021, regarding Amendment No. 1 to the Draft Registration Statement
on Form S-1 (the “Registration Statement”), as submitted confidentially to the Commission on January
11, 2021 (the “January Filing”).

For your convenience,
we have repeated below the comments of the Staff in bold, and have followed each of the Staff’s comments with the Company’s
response.

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

Prospectus Cover, page i

1. On the cover of your prospectus, please disclose the dual-class nature of your common stock,
the disparate voting rights of your Class A and Class B common stock, and the percent of the voting power your co-founders will
own upon completion of the offering as the sole holders of your Class B common stock.

The prospectus cover page has been updated to disclose the dual-class
nature of the Company’s common stock, the disparate voting rights of the Class A and Class B common stock, and the percentage
of voting rights held by our two founders following completion of the Offering.

      1

Ms. Taylor Beech

U.S. Securities and Exchange Commission

February
1, 2021

Page 2

Prospectus Summary

The Offering, page 9

2. We note the updated disclosure on your prospectus cover in response to Comment 3. Please also
add comparable disclosure to The Offering section of your Prospectus Summary.

We have added in a Footnote (5) under The Offering to indicate
that in the event we are not listed on Nasdaq, we will not complete this offering.

Management's Discussion and Analysis

Liquidity
and Capital Resources, page 36

3. We note your response to Comment 9 that your Receivables Purchase Agreement is your amended
revolving credit facility agreement and your updated disclosure regarding the increased borrowing limit and new interest rate.
To the extent material, please disclose the terms of the amended borrowing arrangement that may have an impact on your access to
funds, such as accessing cash through the sale of your receivables. In addition, we note that page 7 of the Receivables Purchase
Agreement provides that it is not a loan and there is no interest rate. Please reconcile this with your disclosure on pages 36,
F-19, and F-38.

In accordance with your comment, we have adjusted the language
on page 36, and on pages F-14, F-19, F-34, and F-41 of the notes to the financial statements to reflect the following:

On May 3, 2019, the Company entered into an agreement with WFC
Fund LLC (“WFC") for a revolving loan of up to $2,000,000. The revolving loan bears an interest of prime rate plus 4.25%
per annum on the outstanding amount. On May 26, 2020, the Loan and Security Agreement was amended as a Receivable Purchase Agreement.
The credit limit of the revolving facility was $2,000,000, bearing a discount rate of prime rate plus 4.25% per annum on the outstanding
amount. This revolving credit facility is secured by all of the Company’s assets and guaranteed by Allan Huang, a director
and one of the Company’s major shareholders and founders. Pursuant to the agreement, the purchases of accounts receivable
are with full recourse to the Company and the Company is obligated to collect the accounts receivables and to repurchase or pay
back the amount drawn if the accounts receivable is not collected. On November 16, 2020, the Receivable Purchase Agreement was
further amended to increase the credit limit of the revolving facility from $2,000,000 to $3,000,000, bearing a discount rate of
0.0277% per day. This revolving credit facility is secured by all of the Company’s assets and guaranteed by Chenlong Tan,
the CEO and one of the Company’s major shareholders and founders. Pursuant to the agreement, all purchases of receivables
will be without recourse to the Company and WFC assumes the credit risk but not the risk of non-payment of the accounts receivable
and the Company is obligated to collect the accounts receivables and to repurchase or pay back the amount drawn if the accounts
receivable is not collected.

      2

Ms. Taylor Beech

U.S. Securities and Exchange Commission

February
1, 2021

Page 3

Business

Government Regulations, page 45

4. We note your updated disclosure and partially re-issue Comment 10. Please include a discussion
of government regulations that impact your business in this section that is comparable to the detailed disclosure included in your
prospectus summary. In particular, please include a discussion of the material effects that compliance with the government regulations
mentioned here and in your prospectus summary and risk factors may have upon your capital expenditures, earnings and competitive
position. Refer to Item 101(c)(2) of Regulation S-K.

We have updated our prospectus summary and risk factors
to include a discussion of how compliance with changing government regulations could potentially require additional capital expenditures
and thus negatively affect our earnings and competitive position.

We thank the Staff in advance for its review
of the foregoing and of the Registration Statement on Form S-1 and related Prospectus submitted today. We respectfully request
that you provide us with your comments to the revised Registration Statement on or before February 5, 2021. Should you have any
questions or concerns, kindly contact our counsel, Megan J. Penick, Esq. or Stephen Weiss, Esq. of Michelman & Robinson, LLP,
by telephone at (646) 320-4104 or (917) 797-0015, respectively.

Sincerely,

/s/ Chenlong Tan

Chairman, Chief Executive Officer and President

iPower Inc.

      3

United States securities and exchange commission logo
January 15, 2021
Chenlong Tan
Chief Executive Officer
iPower Inc.
2399 Bateman Avenue
Duarte, CA 91010
Re:iPower Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 11, 2021
CIK No. 0001830072
Dear Mr. Tan:
            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. 1 to Draft Registration Statement on Form S-1
Prospectus Cover, page i
1.On the cover of your prospectus, please disclose the dual-class nature of your common
stock, the disparate voting rights of your Class A and Class B common stock, and the
percent of the voting power your co-founders will own upon completion of the offering as
the sole holders of your Class B common stock.

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 January 15, 2021 Page 2
 FirstName LastName
Chenlong Tan
iPower Inc.
January 15, 2021
Page 2
Prospectus Summary
The Offering, page 9
2.We note the updated disclosure on your prospectus cover in response to Comment 3.
Please also add comparable disclosure to The Offering section of your Prospectus
Summary.
Management's Discussion and Analysis
Liquidity and Capital Resources, page 36
3.We note your response to Comment 9 that your Receivables Purchase Agreement is your
amended revolving credit facility agreement and your updated disclosure regarding the
increased borrowing limit and new interest rate. To the extent material, please disclose the
terms of the amended borrowing arrangement that may have an impact on your access to
funds, such as accessing cash through the sale of your receivables. In addition, we note
that page 7 of the Receivables Purchase Agreement provides that it is not a loan and there
is no interest rate. Please reconcile this with your disclosure on pages 36, F-19, and F-38.
Business
Government Regulations, page 45
4.We note your updated disclosure and partially re-issue Comment 10. Please include a
discussion of government regulations that impact your business in this section that is
comparable to the detailed disclosure included in your prospectus summary. In
particular, please include a discussion of the material effects that compliance with the
government regulations mentioned here and in your prospectus summary and risk factors
may have upon your capital expenditures, earnings and competitive position. Refer to
Item 101(c)(2) of Regulation S-K.
            You may contact Patrick Kuhn at 202-551-3308 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Megan Penick

United States securities and exchange commission logo
December 21, 2020
Chenlong Tan
Chief Executive Officer
iPower Inc.
2399 Bateman Avenue
Duarte, CA 91010
Re:iPower Inc.
Draft Registration Statement on Form S-1
Submitted November 27, 2020
CIK No. 0001830072
Dear Mr. Tan:
            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 Submitted November 27, 2020
Prospectus Summary
Implications of Being an Emerging Growth Company and Smaller Reporting Company, page 7
1.You indicate on the cover page that you have elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.  Please revise your disclosures here
and elsewhere throughout the filing to clarify that you have elected to opt out of the
extended transition period for complying with new or revised accounting standards under
Section 107(b) of the JOBS Act and state that the election is irrevocable.  Also, revise
your disclosures on page 38 to discuss the impact of adopting ASU 2018-13 and ASU
2016-13, since they appear to be effective for you.

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 December 21, 2020 Page 2
 FirstName LastNameChenlong Tan
iPower Inc.
December 21, 2020
Page 2
The Offering, page 9
2.We note your disclosure that your Class B common stock will have ten votes per share.
We also note your disclosure on page 25 that your founders, officers and directors will
control the company for the foreseeable future. Please disclose this in your prospectus
summary and include the percent of the voting power such individuals will control after
the offering.
3.We note your indication that there is no guarantee or assurance that your Class A common
stock will be approved for listing on Nasdaq.  Revise to clarify whether or not your
offering is contingent upon listing and, if not, enhance your risk factors to explain the
limited liquidity that will be available to purchasers of your Class A common stock.
4.Revise your table on page 5 to quantify the levels in the columns and provide the unit of
measurement.
Risks Related to Our Common Stock, page 25
5.Please organize your risk factors so that the generic risk factors you have included, such
as "There are risks, including stock market volatility, inherent in owning our common
stock," "We are an emerging growth company..." and the risks described under the
heading "Risks Related to This Offering," are presented at the end of the Risk Factors
section under the heading "General Risk Factors" or tell us why you do not believe this is
necessary. Refer to Item 105(a) of Regulation S-K.
Cautionary Note Regarding Forward-Looking Statements, page 28
6.The disclosure that appears here seems to be largely duplicative of the disclosure that
appears on page iv.  Please revise to consolidate and remove redundant disclosure.
Dilution, page 32
7.Please include disclosure comparing the public contribution under the proposed public
offering and the effective cash contribution of your existing stockholders in transactions
during the past five years. Refer to Item 506 of Regulation S-K.
Regulatory Environment, page 34
8.We note your disclosure that demand for hydroponic gardening products depends on the
uncertain growth of the cannabis industry. Please disclose here and in your prospectus
summary whether, if known, a material amount of your revenues are derived from sales to
end users that are in the business of growing cannabis and related products.
Liquidity and Capital Resources, page 35
9.Please disclose the material terms of your Loan and Security Agreement, Receivables
Purchase Agreement, PPP loan and SBA Loan that you have filed as exhibits to your

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 December 21, 2020 Page 3
 FirstName LastName
Chenlong Tan
iPower Inc.
December 21, 2020
Page 3
registration statement, including, but not limited to, the amount outstanding under each
obligation, the term and maturity dates of each agreement, fees and interest payable
thereunder, and any affirmative and negative covenants or refer readers to the disclosure
that appears at Note 8 for some of this disclosure. In addition, we note your disclosure that
up to $3,000,000 is available under your credit facility; however, the Loan and Security
Agreement filed as exhibit 10.4 to the registration statement provides that the Revolving
Loan Limit is $2,000,000. Please reconcile this disclosure.
Government Regulation, page 44
10.Please revise this disclosure for consistency with your prospectus summary. In addition,
we note your disclosure that “the Farm Bill explicitly allows the transfer of hemp-derived
products across state lines for commercial or other purposes. It also puts no restrictions on
the sale, transport, or possession of hemp-derived products, so long as those items are
produced in a manner consistent with the law.” Please also include disclosure that the
Farm Bill did not change the FDA’s authority, and that cannabis and cannabis derived
products are subject to the same authorities and requirements as FDA-regulated products
containing any other substance, regardless of whether the products fall within the
definition of ‘hemp’ under the Farm Bill.
Summary Compensation Table, page 48
11.Please ensure you have included all compensation, including perquisites, earned by the
Named Executive Officers during the fiscal years covered. In this regard, we note that Mr.
Tan’s employment agreement provides that the company will lease a motor vehicle for
Mr. Tan’s daily use. Lastly, please include the appropriate narrative disclosure to the
Summary Compensation Table, as applicable. Refer to Items 402(m)-(o) of Regulation S-
K.
Principal Stockholders, page 49
12.Please revise your tabular disclosure to segregate the percent of shares beneficially owned
by class of common stock. Please also include a separate column for each class reflecting
the as adjusted percentage of shares beneficially owned after the proposed offering and
include proper footnote disclosure required under Item 403 of Regulation S-K, as
applicable. Lastly, please include the holders of 5% or more of the company’s common
stock, who are currently listed in footnote 3, in the table itself. In this regard, we note that
shares of the company’s Series A preferred stock should be reflected in the table as Class
A common stock in accordance with Rule 13d-3(d)(1) under the Exchange Act.
Certain Relationships and Related Party Transactions, page 50
13.Please disclose the amounts paid under the agreements with E Marketing Solution Inc.
and Global Product Marking Inc. to date.

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 December 21, 2020 Page 4
 FirstName LastName
Chenlong Tan
iPower Inc.
December 21, 2020
Page 4
Note 4 – Variable interest entity, page F-14
14.Please disclose on the face of the balance sheets the assets that can be used only to settle
obligations of the consolidated VIE and the liabilities for which creditors do not have
recourse to the general credit of the company.  Refer to ASC 810-10-45-25.
15.Please expand your disclosures to include the following:

•a description of the significant terms to your contract (e.g., length of term/remaining
term, renewal provisions, penalties, etc.);
•describe how contract terms grant you the power to direct significant activities and
right to economic returns;
•your methodology for determining that you are the primary beneficiary, including
significant judgments and assumptions made;
•qualitative and quantitative information about your involvement with the VIE,
including the nature, purpose, size and activities of VIE, including how the VIE is
financed;
•whether you have provided financial or other support to the VIE for the periods
presented that you were not previously contractually required to provide; and
•a qualitative discussion of any restrictions on the VIE's assets.

Refer to paragraphs 50-2AA and 50-5A of ASC Section 810-10-50.  Make conforming
disclosures for Global Products Marketing Inc. on page 50 and in your interim financial
statements, when provided.
Indemnification of Directors and Officers, page II-1
16.You disclose that you have entered into indemnification agreements with each of your
officers and directors and that you maintain a general liability insurance policy that covers
certain liabilities of directors and officers arising out of claims based on acts or omissions
in their capacities as directors or officers; however, on page 47, you state that you have
not entered into indemnification agreements with your directors and officers and that you
do not have stand-alone director and officer liability insurance to cover liabilities our
directors and officers may incur in connection with their services. Please reconcile this
disclosure. If you have entered into such agreements, please file them as exhibits to the
registration statement.
Recent Sales of Unregistered Securities, page II-2
17.Please disclose, with respect to each issuance, the exemption from registration on which
you relied and whether an underwriter was involved in placing such securities, as for
example, with respect to your Series A preferred stock. In addition, please disclose all
warrants the company has issued, including the warrants issued in connection with the
November 2020 offering.

 FirstName LastNameChenlong Tan
 Comapany NameiPower Inc.
 December 21, 2020 Page 5
 FirstName LastName
Chenlong Tan
iPower Inc.
December 21, 2020
Page 5
Exhibits
18.Please confirm you intend to file a specimen stock certificate for your Class A common
stock and the form of warrant to be registered in this offering.
Selling Stockholders, page Resale-3
19.Please disclose the position, office or material relationship each selling stockholder had
with the company in the past three years, such as the affiliation with Shanshan Huang.
Please also provide the required footnote disclosure, as applicable. Refer to Item 507 of
Regulation S-K.
20.Tell us whether the private placement in which the warrants were issued has closed and, if
not, tell us why it is appropriate to register the resale of the shares underlying the warrants
at this time.
General
21.Please include the dealer prospectus delivery obligation legend on the outside back cover
of your primary offering prospectus. Refer to Item 502(b) of Regulation S-K.
22.Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
23.In your resale prospectus, please include a description of the warrants pursuant to which
the common stock registered in this offering will be issued. Please also include
appropriate tax disclosure relating to the warrants, and a brief description of the warrants
in your prospectus summary.
24.In your resale prospectus, revise to disclose the price at which such shares will be offered
if there is no market for your securities.  Refer to Item 501(b)(3) of Regulation S-K.
            You may contact Patrick Kuhn at 202-551-3308 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services