SecProbe.io

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 November 26, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, DC 20549

 Attention: Katherine Bagley

 Re: Park Dental Partners, Inc. Registration Statement on Form S-1, as amended (Withdrawal of Prior Acceleration Request and
Renewed Request for Acceleration under Rule 461) (Registration No. 333-290001)

 Ladies and Gentlemen:

 We refer to (i) the registration
statement on Form S-1 (File No. 333-290001) (as amended, the "Registration Statement") of Park Dental Partners, Inc.
("we," or the "Company") and (ii) our letter to you dated November 25, 2025 (the "Prior Acceleration
Request"), in which we requested to accelerate the effective date of the Registration Statement to 4:00 p.m., Eastern Time, on November 25,
2025, or as soon thereafter as practicable, or at such later time as the Company or our counsel may have requested via telephone call
to the staff. We hereby withdraw the Prior Acceleration Request.

 Pursuant to Rule 461
of the General Rules and Regulations (" Rule 461 ") under the Securities Act of 1933, as amended, the Company
hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause the
above-referenced Registration Statement on Form S-1, as amended (the " Registration Statement ") to become effective
at 4:00 p.m. Eastern Time, on December 1, 2025, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's counsel, Winthrop & Weinstine, P.A.

 The Company understands that
the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined in this request in a separate
letter filed with the Commission today.

 Please contact Mr. Philip
T. Colton of Winthrop & Weinstine, P.A. at (612) 604-6729 or via e-mail at pcolton@winthrop.com with any questions you
may have concerning this request. In addition, please notify Mr. Colton when this request for acceleration has been granted.

 ( Signature page follows )

 Very
 truly yours,

 Park
 Dental Partners, Inc.

 By:
 /s/
 Peter Swenson

 Name:
 Peter
 Swenson

 Title:
 Chief
 Executive Officer and Director

 ( Signature Page to Issuer Acceleration Request )

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 PARK DENTAL PARTNERS, INC.

 2200 County Road
C West, Ste. 2210

 Roseville, Minnesota
55113

 November 26,
2025

 VIA EDGAR

 United States Securities
and Exchange Commission

 100 F. Street,
NE

 Washington, DC
20549

 Division of Corporation
Finance

 Attn:
 Katherine Bagley

 Re:
 Park Dental
 Partners, Inc.

 Registration Statement on Form S-1, as amended (Withdrawal of
 Prior Acceleration Request and Renewed Request for Acceleration under Rule 461)

 File No. 333-290001

 Ladies and gentlemen:

 We
refer to (i) the registration statement on Form S-1 (File No. 333-290001) (as amended, the "Registration Statement")
of Park Dental Partners, Inc. (the "Company") and (ii) our letter to you dated November 25, 2025 (the "Prior
Acceleration Request"), in which we joined in the request of the Company to accelerate the effective date of the Registration Statement
to 4:00 p.m., Eastern Time, on November 25, 2025, or as soon thereafter as practicable, or at such later time as the Company or
its counsel may have requested via telephone call to the staff. We hereby withdraw the Prior Acceleration Request.

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of
1933, as amended, Northland Capital Markets Inc., as Representative of the several Underwriters, hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on December 1,
2025, or as soon thereafter as practicable, or at such later time as the Company or its counsel
may request via telephone call to the staff .

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many " E-red " copies of the Preliminary
Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

 Thank you,

 NORTHLAND CAPITAL MARKETS, INC.

 By:
 /s/ Jeff Peterson

 Name:
 Jeff Peterson

 Title:
 Head of Investment Banking

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 PARK DENTAL PARTNERS, INC.

 2200 County Road C West, Ste. 2210

 Roseville, Minnesota 55113

 November 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F. Street, NE

 Washington, DC 20549

 Division of Corporation Finance

 Attn:
 Nicholas O'Leary

 Re: Park Dental Partners, Inc.

 Registration Statement
on Form S-1, as amended

 File No. 333-290001

 Ladies and gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Northland Capital Markets Inc., as Representative of the several Underwriters, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on November 25, 2025, or as
soon thereafter as practicable, or at such later time as the Company or its counsel may request
via telephone call to the staff .

 Pursuant to Rule 460
under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many " E-red " copies of the Preliminary Prospectus
as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned advises that
it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have
complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Thank you,

 NORTHLAND CAPITAL MARKETS, INC.

 By:
 /s/
 Jeff Peterson

 Name:
 Jeff Peterson

 Title:
 Head of Investment Banking

CORRESP
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 November 24, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, DC 20549

 Attention:          Katherine Bagley; Terence
O'Brien; Nicholas O'Leary; Nudrat Salik;

 Re: Park Dental Partners, Inc. Registration Statement on
Form S-1, as amended (Registration No. 333-290001)

 Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations (" Rule 461 ") under the Securities Act of 1933, as amended, Park Dental
Partners, Inc. (the " Company ") hereby requests that the Securities and Exchange Commission (the " Commission ")
take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended (the " Registration
Statement ") to become effective at 4:00 p.m. Eastern Time, on November 25, 2025, or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's counsel, Winthrop & Weinstine, P.A.

 The Company understands that
the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined in this request in a separate
letter filed with the Commission today.

 Please contact Mr. Philip
T. Colton of Winthrop & Weinstine, P.A. at (612) 604-6729 or via e-mail at pcolton@winthrop.com with any questions you
may have concerning this request. In addition, please notify Mr. Colton when this request for acceleration has been granted.

 ( Signature page follows )

 Very
 truly yours,

 Park Dental Partners, Inc.

 By:
 /s/ Peter Swenson

 Name:
 Peter Swenson

 Title:
 Chief Executive Officer and Director

 ( Signature Page to Issuer Acceleration
Request )

CORRESP
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 Via EDGAR and Email

 November 18, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Nicholas O'Leary

 Division of Corporation Finance

 Re: Re: Park Dental Partners, Inc. Amendment No. 1
to Registration Statement on Form S-1 Filed September 24, 2025 File No. 333-290001

 Dear Mr. O'Leary:

 On behalf of our client, Park
Dental Partners, Inc., a Minnesota corporation (the " Registrant "), we are responding to the comment of
the Staff of the Division of Corporate Finance (the " Staff ") of the U.S. Securities and Exchange Commission
(the " Commission ") set forth in the letter, dated November 14, 2025, with respect to Amendment No. 1
to the Company's Registration Statement on Form S-1 filed with the Commission on September 24, 2025, File No. 333-290001
(the " Registration Statement "). For the convenience of the Staff, the Staff's comment is included in italics
and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to "we,"
 "us," and "our" refer to the Company.

 Substantially concurrently
with the submission of this response letter (this " Letter "), the Company is filing an Amendment No. 2 to
its Registration Statement on Form S-1/A (" Amendment No. 2 "). The Amendment includes updated information
to address the comment as well as updated financial information as of and for the nine months ended September 30, 2025 and corresponding
textual changes that were based on prior period information. Capitalized terms used but not otherwise defined in this Letter shall have
the meanings assigned to such terms in the Registration Statement.

 Capitalization, page 44

 1. Please clearly describe how you arrived at each pro forma 2025 and pro forma as adjusted amount. The paragraph above the capitalization
table indicates that pro forma 2025 amounts only give effect to the vesting of 25% of the outstanding restricted common stock; however,
it appears that the offering may also be reflected in these amounts. Please revise your disclosures as necessary. Please also correspondingly
revise your disclosures on page 19 as necessary related to the pro forma balance sheet amounts presented.

 Response:

 The Company acknowledges the Staff's comment and has included
additional disclosure at pages 18, 19, 45 and 46 in the "Summary Consolidated Financial and Other Data" and "Capitalization"
sections of Amendment No. 2 to the Registration Statement to clearly explain the pro forma adjustments utilized including those associated
with the offering.

 Should you have any questions regarding the foregoing, please do not
hesitate to contact the undersigned at (612) 604-6729.

 Very truly yours,

 WINTHROP & WEINSTINE, P.A.

 /s/ Philip T. Colton

 Philip T. Colton

 cc: Peter G. Swenson (via email)

November 14, 2025
Peter G. Swenson
President, Chief Executive Officer and Chairman
Park Dental Partners, Inc.
2200 Country Road C West, Suite 2210
Roseville, MN 55113
Re:Park Dental Partners, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 24, 2025
File No. 333-290001
Dear Peter G. Swenson:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 17,
2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 Filed September 24, 2025
Capitalization, page 44
1.Please clearly describe how you arrived at each pro forma 2025 and proforma as
adjusted amount. The paragraph above the capitalization table indicates that pro forma
2025 amounts only give effect to the vesting of 25% of the outstanding restricted
common stock; however, it appears that the offering may also be reflected in these
amounts. Please revise your disclosures as necessary. Please also correspondingly
revise your disclosures on page 19 as necessary related to the pro forma balance sheet
amounts presented.

November 14, 2025
Page 2
            Please 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 Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-
2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Philip T. Colton, Esq.

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Via EDGAR and Email

September 24, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas O’Leary

Division of Corporation Finance

Re: Park Dental Partners, Inc.

Registration Statement on Form S-1

Filed September 3, 2025

File No. 333-290001

Dear Mr. O’Leary:

On behalf of our client,
Park Dental Partners, Inc., a Minnesota corporation (the “Registrant”), we are responding to the
comments of the Staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) set forth in the letter, dated September 17, 2025, with
respect to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 3, 2025, File
No. 333-290001 (the “Registration Statement”). For the convenience of the Staff, each of the
Staff’s comments is included in bold and italics and is followed by the corresponding response of the
Registrant. Unless the context indicates otherwise, references in this response letter  (this “Letter”)
to “we,” “us,” and “our” refer to the Registrant.

Concurrent with the
submission of this Letter, the Registrant is filing  Amendment No. 1 to
Registration Statement on Form S-1/A (“Amendment No. 1”). Capitalized terms used but not
otherwise defined in this Letter shall have the meanings assigned to such terms in the Registration Statement.

Registration Statement on Form S-1 Filed
September 3, 2025

Underwriting

Directed Share Program, page 119

 1. We note your disclosure
                                            here and in other parts of the prospectus regarding your directed share program, including
                                            that the relevant shares will be offered to certain individuals, including your directors,
                                            executive officers and employees. Please expand your disclosure to address the process that
                                            prospective participants will follow to participate in the program, the manner in which you
                                            will communicate with prospective participants about the program, when and how you will determine
                                            the allocation for the program, whether such allocation will change depending on the interest
                                            level of potential participants, and any other material features of the program. Please also
                                            clarify the extent to which any of your directors or officers have indicated an interest
                                            in purchasing shares in your offering.

Response:

The Registrant acknowledges the
Staff’s comment and has revised the disclosure in Amendment No. 1, on pages 105 and 120, to provide the noted information.
On September 3, 2025 following the public filing of the registration statement for this offering with the Securities and Exchange Commission,
prospective participants in the Registrant’s directed share program (the “Program”), including, but not
limited to, directors, officers, and other employees of the Registrant (“Participants”), were notified of
the administrative procedures, such as procedures to open an account with the underwriters, to be offered an opportunity to participate in
the Program. An invitation to participate in the Directed Share Program does not guarantee that the participant will receive an allocation of shares.
Accordingly, we cannot provide any assurance that any director, officer, employee, or participant will receive an invitation or an allocation
in the reserved share program.

Under the Program, Participants
will have the option to acquire an aggregate of up to 10% of the total shares offered in the offering at the same price as any other
investor who purchases shares in the Offering. Participants will be able to elect to participate in the Program via completing a
Northland Securities, Inc. (“Northland Securities”) account creation form, signing a certification, and
indicating a preliminary dollar amount they intend to invest in the Program. Northland Securities an underwriter in this offering, will administer the Program. The Registrant currently anticipates that each Participant must invest a minimum of $10,000, and maximum
investments under the Program are expected to be $100,000 for directors and officers of the Registrant and $200,000 for all other Participants.

The Registrant anticipates that
allocation priority will be structured into three tiers: (i) affiliated dentists of the Registrant; (ii) directors, officers, and
other employees of the Registrant; and (iii) all other Participants. Participants in Tier II will only receive an allocation if Tier
I Participants do not purchase their full allocation, and Tier III Participants will only receive an allocation if Participants in
Tier I and Tier II do not purchase their full allocation. At the time of the Offering, Northland Securities will review Participant
interest level and determine final allocations, including pro rata allocation within priority tiers. Certain of our directors and
officers have indicated interest in purchasing shares under the Program, and each director or officer who purchases shares under the
Program, if any, will be subject to the maximum investment limitations and other terms and conditions of the Program that are
generally applicable to all Participants. All shares acquired by existing shareholders, directors, or officers of the Registrant
pursuant to the Program will be subject to a 180-day lockup agreement. As disclosed in the “Principal Shareholder”
section on page 105 of Amendment No. 1, the share information presented in the table of beneficial ownership set forth in that
section does not include any shares purchased under the Program.

Note 1. Nature of Business and Summary of Significant
Accounting Policies, page F-23

 2. In regard to the August 2025
                                            conversion of all previously outstanding Class A-1, Class A-2 and Class A-3
                                            shares to new Common Stock on a 1:1 basis, your disclosures on page F-20 of the Amended
                                            Draft Registration Statement submitted on July 29, 2025 indicate that the different
                                            classes of Class A common stock received different dividends per unrestricted shares.
                                            Please address whether any consideration was given to these differences including whether
                                            preferential rights were given to certain classes and correspondingly your consideration
                                            of the accounting impact of any preferential rights. Please also address what consideration
                                            you gave as to whether the two-class method of EPS should be used prior to the August 2025
                                            conversion. Refer to ASC 260-10-45-59A through 45-70.

Response:

The Registrant acknowledges the
Staff’s comment and confirms that the August 2025 conversion to one designation of common stock obligates the Registrant
to report financial results, including earnings per share (“EPS”), with the one class of equity in
Amendment No. 1. In reaching this conclusion, the Registrant considered guidance within the Division of Corporate Finance’s
Financial Reporting Manual, noting that Section 13500 states, “stock splits also require retrospective presentation.”
Given that the August 2025 change resulted in exchanging one denomination of equity for another, the Registrant concluded that the
conversion was in substance a stock split, and that the guidance applied.

Prior to the conversion, the
Registrant’s articles of incorporation and bylaws did not grant preferential rights to any of the A-1, A-2, or
A-3 shares and only one class of Common Stock existed.

In August 2024 and December 2024,
the Board of Directors of the Registrant declared special dividends to shareholders of all three share denominations (the
 “2024 Dividends”). Prior to the 2024 Dividends, the Registrant distributed profits through incentive
bonuses under its “discretionary shareholder bonus” process, as described on page 21 in  Amendment No. 1. The 2024
Dividends were intended to provide a continuation of the distribution of profits practices that were established prior to the
Registrant’s 2023 re-organization. The dividend rates established for each denomination of shares were determined based on
the projected profit contribution from each denomination of stock aligned with their respective affiliated dental practice. The 2024
Dividends were only distributed to dentists with an ownership interest in the Registrant, and were not distributed to non-equity
owning dentists employed by the Registrant. The intent of the 2024 Dividends was to provide a similar profit distribution to
shareholders consistent with their ownership at the time of the 2023 reorganization.

At the time that the 2024
Dividends were declared, the Registant communicated to its shareholders that the 2024 Dividends were not intended to establish an
ongoing expectation or obligation to continue such distributions. The Registrant notes that no  dividends have been declared in
2025. See the table below for a summary of the 2024 Dividends in comparison to shareholder ownership interests and 2024 profit
contribution percentages. Had the Registrant calculated EPS using the two-class method the adjustment for the numerator for each
denomination of stock is calculated below in the immaterial preferential treatment column.

    Share Denomination
    Unrestricted

 Shares

 Outstanding
    Dividend per

 Share
    Dividend
    Dividend

 Distribution
    Ownership

 percentage at

 time of

 restructuring
    2024 Profit

 Margin

 Contribution %
    Immaterial

 preferential

 treatment

    A-1
    1,089,139
    4.68
    5,097,171
    76 %
    83.3 %
    76 %
    1,030,496

    A-2
    629,573
    2.29
    1,441,722
    21 %
    15.0 %
    23 %
    (909,005 )

    A-3
    77,688
    2.17
    168,583
    3 %
    1.7 %
    1 %
    (121,492 )

    Total
    1,796,400

    6,707,476
    100 %
    100 %
    100 %
    -

Based on these facts and
circumstances and the Registrant’s and its shareholders’ intent, the Registrant concluded that outside of the 2024
Dividends, the Board of Directors of the Registrant did not plan to distribute dividends or earnings on a preferential basis. In
August 2025, the Registrant converted the outstanding denominations of common stock to a single class of common stock, which
resulted in a different EPS calculation and as per the Staff’s guidance quoted above, the Registrant retrospectively restated
its financial statements to reflect the conversion, including within the presentation of EPS.

Note 16. Variable Interest Entities, page F-41

 3. We note your response to
                                            comment 11. Please expand your disclosures to disclose the significant terms and corresponding
                                            effects of the contractual arrangements that resulted in your determination that no amounts
                                            should be allocated to non-controlling interests pursuant to ASC 810-10-45-18 through 45-21.
                                            We note that the Administrative Resources Agreement restricts the dental practice from making
                                            any distributions without Park Dental Partner’s unilateral consent. Please disclose whether
                                            the dental practice has a cumulative right to profits that could be distributed to the noncontrolling
                                            interests in the future upon Park Dental Partner’s consent or upon termination of the Administrative
                                            Resources Agreement.

Response:

The Registrant acknowledges the
Staff’s comment and has revised the disclosure in Amendment No. 1, on page F-41, to provide the significant terms
and corresponding effects of the contractual arrangements that resulted in the Registrant’s determination that no amounts
should be allocated to non-controlling interests.  The Registrant has also revised the disclosure on page F-41 to clarify that
the applicable shareholder agreement appended to each Administrative Resource Agreement between the Registrant and the affiliated
dental practices does not allow for any distributions (whether for liquidation or non-liquidation purposes) without the approval of
the Registrant.

If you have any questions or regarding the filing
or this Letter, please contact me at (612) 604-6729.

Very truly yours,

    WINTHROP & WEINSTINE, P.A.

    /s/ Philip T. Colton

    Philip T. Colton

cc: Peter G. Swenson (via email)

  Vincent M. Pecora, Esq., Winthrop & Weinstine,
P.A.

September 17, 2025
Peter G. Swenson
President, Chief Executive Officer and Chairman
Park Dental Partners, Inc.
2200 Country Road C West, Suite 2210
Roseville, MN 55113
Re:Park Dental Partners, Inc.
Registration Statement on Form S-1
Filed September 3, 2025
File No. 333-290001
Dear Peter G. Swenson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a 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 letter, we may have additional comments.
Registration Statement on Form S-1 Filed September 3, 2025
Underwriting
Directed Share Program, page 119
1.We note your disclosure here and in other parts of the prospectus regarding your
directed share program, including that the relevant shares will be offered to certain
individuals, including your directors, executive officers and employees. Please expand
your disclosure to address the process that prospective participants will follow to
participate in the program, the manner in which you will communicate with
prospective participants about the program, when and how you will determine the
allocation for the program, whether such allocation will change depending on the
interest level of potential participants, and any other material features of the program.
Please also clarify the extent to which any of your directors or officers have indicated
an interest in purchasing shares in your offering.

September 17, 2025
Page 2
Note 1. Nature of Business and Summary of Significant Accounting Policies, page F-23
2.In regard to the August 2025 conversion of all previously outstanding Class A-1,
Class A-2 and Class A-3 shares to new Common Stock on a 1:1 basis, your
disclosures on page F-20 of the Amended Draft Registration Statement submitted on
July 29, 2025 indicate that the different classes of Class A common stock received
different dividends per unrestricted shares. Please address whether any consideration
was given to these differences including whether preferential rights were given to
certain classes and correspondingly your consideration of the accounting impact of
any preferential rights. Please also address what consideration you gave as to whether
the two-class method of EPS should be used prior to the August 2025 conversion.
Refer to ASC 260-10-45-59A through 45-70.
Note 16. Variable Interest Entities, page F-41
3.We note your response to comment 11. Please expand your disclosures to disclose the
significant terms and corresponding effects of the contractual arrangements that
resulted in your determination that no amounts should be allocated to non-controlling
interests pursuant to ASC 810-10-45-18 through 45-21. We note that the
Administrative Resources Agreement restricts the dental practice from making any
distributions without Park Dental Partner's unilateral consent. Please disclose whether
the dental practice has a cumulative right to profits that could be distributed to the
noncontrolling interests in the future upon Park Dental Partner's consent or upon
termination of the Administrative Resources Agreement.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please 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 Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-
2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Philip T. Colton, Esq.

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

August 12, 2025
Peter G. Swenson
President, Chief Executive Officer and Chairman
Park Dental Partners, Inc.
2200 Country Road C West, Suite 2210
Roseville, MN 55113
Re:Park Dental Partners, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 29, 2025
CIK No. 0002069604
Dear Peter G. Swenson:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission(s) on EDGAR. If you do not believe a comment
applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our June 18, 2025 letter.
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.
Our Growth Strategy, page 8
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 2.

August 12, 2025
Page 2
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.
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.
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.
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.
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 45
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 7.

August 12, 2025
Page 3
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.
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.
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.
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.

August 12, 2025
Page 4
Note 16. Variable Interest Entities, page F-25
11.We note your response to comment 36. Please help us better understand how you
determined that no value should be assigned to non-controlling interests by addressing
the following:
•Please provide us with a summary of the rights and obligations that the non-
controlling interests have in regard to the affiliated dental practices. Please specify
if their rights to profits generated are based on relative ownership interests. If not,
please specify the method used.
•Please address whether the noncontrolling interests are entitled to dividends and
what rights the noncontrolling interests have in the event of a liquidation.
•Please tell us what agreement the rights and obligations of the noncontrolling
interests are specified in, including if they are addressed in the Administrative
Resources Agreements.
            Please 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 Nicholas O'Leary at 202-551-4451 or Katherine Bagley at 202-551-
2545 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Philip T. Colton, Esq.

June 18, 2025
Peter G. Swenson
President, Chief Executive Officer and Chairman
Park Dental Partners, Inc.
2200 Country Road C West, Suite 2210
Roseville, Minnesota 55113
Re:Park Dental Partners, Inc.
Draft Registration Statement on Form S-1
Submitted May 21, 2025
CIK No. 0002069604
Dear Peter G. Swenson:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 21, 2025
Prospectus Summary
Our Company, page 5
We note your disclosure that you currently have exclusive long-term agreements with
affiliated dental practices in which you do not hold an equity interest. Please revise
your prospectus summary to provide a detailed description of the terms of all material
agreements with affiliated dental practices, including long-term agreements, asset-
purchase agreements, administrative resources agreements, and any other relevant
agreements. In your discussion, identify the relevant parties and discuss the service
fees noted on page 58. Please also revise your prospectus summary to prominently
highlight the risks related to you not holding an equity interest in these affiliated
practices, including regulatory risks and risks related to your ability to control these 1.

June 18, 2025
Page 2
entities, derive revenues from these entities, and consolidate the results of these
practices.
2.We note your disclosure here and throughout the prospectus relating to PDPI’s
"leading" network of affiliated dental practices, that PDPI has been a "leader" in oral
health in the communities it serves and has a "leading" market position in large and
growing markets, that you are one of the "largest" dentail organization in the United
States where practicing dentists hold a majority interest, and that you operate under a
"best-in-class" healthcare operating model. Please provide support for these
statements, and disclose the measure by which you determined your
leading competitive position; for example, market share, revenues, or other measures.
If any of these statements are based upon management's opinions or beliefs, please
disclose the same.
3.Given your disclosures throughout the filing discussing your unique operating
structure, please revise to provide a diagram of your organizational structure,
identifying the person or entity that owns the equity in each depicted entity.
4.We note your references throughout the filing to a reorganization in 2023. Please
provide more detail describing this reorganization, including how this change in
organizational structure created a "more efficient operating structure and enhance[d]
future growth."
5.We note your disclosure that "on average, de novo practices are cash flow positive
within approximately six months." To provide additional context for investors
regarding your de novo practices, please clarify how many of the 11 de novo practices
opened since 2014 were cash flow positive within six months. As a related matter,
given your disclosure that you do not control the clinical functions of dental practices,
please clarify whether you or another entity opens the de novo practices and your role
in opening and staffing de novo practices.
The Dental Services Industry, page 6
6.We note your disclosure that a large portion of dental services are financed through
private sources, including private insurance and direct payments, and that this
structure contributes to the industry's resilience and growth potential and enables
quicker collection and reduced billing disputes. Please balance this disclosure to note,
as you do elsewhere, that because many dental care patients pay for a significant
portion of their dental expenses on an out-of-pocket basis, patients tend to be price-
sensitive, and your business and industry is impacted by economic conditions.
Our Competitive Strengths, page 7
7.We note your references to an advisory entity to which practicing dentists will be
appointed, and that this entity will appoint three directors to your Board of Directors.
Please revise to provide a brief summary or cross-reference to disclosure
describing the roles and additional functions of this dentist advisory entity, the rules or
procedures governing this entity, and how the dentist advisors are selected and
compensated.
We note your disclosure that the dental practices you support have grown from 145 8.

June 18, 2025
Page 3
dentists in 2015 to 206 in 2024, a 42% increase. To provide investors with an
understanding of your recent growth, please discuss the change in number of dentists
for a more recent period; for example, provide this information for the financial
periods presented in your filing.
9.You disclose that, "[i]n general, our new practices have yielded consistent financial
performance and provide a framework to achieve growth with highly attractive returns
on invested capital." Please provide additional detail regarding how you measure
"consistent financial performance" and "highly attractive" returns on invested capital.
Our Growth Strategy, page 8
10.We note your disclosure that, "based on the most recent data available," you estimate
that there are approximately 150 medium and large MSAs across the United States
that meet your criteria. Please provide a source for "the most recent data," and provide
the data underlying your estimate. In addition, please clarify your timing for
expansion into other areas of the United States, given your disclosure elsewhere that
your business in currently concentrated in Minnesota and Wisconsin. If you expect to
target a subset of the 150 MSAs in the near term, please quantify the MSAs you are
targeting.
Non-GAAP Financial Measures, page 14
11.Please expand your disclosure to describe the nature of the adjustment for
discretionary shareholder bonuses and address why you believe the adjustment
provides useful information to investors.
Forward-looking Statements and Statistical Data and Market Information, page 34
12.We note your disclosure that you "have not independently verified the statistical and
other industry data generated by independent parties and contained in this prospectus
and, accordingly, we cannot guarantee their accuracy or completeness." Please revise
these statements to remove any implication that investors are not entitled to rely on
disclosure in your registration statement.
Use of Proceeds, page 35
13.We note that you intend to use the net proceeds from this offering for general
corporate purposes, including working capital and corporate development, and
repayment of outstanding debt. Pursuant to Item 504 of Regulation S-K, please
disclose the approximate amount intended to be used for each purpose.
14.As a related matter, please revise to disclose the interest rate and maturity of the
relevant debt you intend to repay with proceeds of this offering. Also, we note your
disclosure throughout the filing that your growth strategy includes acquisitions. Please
tell us whether you plan to use any of the proceeds from this offering for acquisitions,
and revise your disclosure accordingly.
Capitalization, page 37
In regard to the vesting of restricted common stock immediately prior to the
completion of this offering, please tell us what consideration you gave to presenting 15.

June 18, 2025
Page 4
pro forma financial information to show the impact of this settlement on your net
income as well as net income per share amounts pursuant to Rule 11-01(a)(8) of
Regulation S-X. Please also further clarify in your disclosures which restricted
common stock will vest immediately prior to the completion of the offering. In this
regard, we note your disclosures in critical accounting estimates and in the notes to
the financial statements refer to restricted shares which will vest 25% upon the closing
of an initial public offering and continue to vest at the rate of 6.25% on each
subsequent calendar quarter for the following 12 quarters.
16.For the year ended December 31, 2024, we note that dividends of $6.7 million were
paid to shareholders compared to net income of $4.4 million. In this regard, please tell
us what consideration you gave to disclosing pro forma per share data pursuant
to SAB Topic 1:B.3.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 40
17.We note your disclosure that PDPI has a controlling financial interest in the affiliated
dental groups operating under the business support services agreements. Please revise
your disclosure to provide a more detailed description of this controlling financial
interest.
Same Practice Revenue Growth, page 42
18.We note your disclosure that same practice revenues represent total revenues for
dental practices that have been operating for at least 13 full months prior to the end of
a given period and which have not been closed, combined, or sold during such period.
We also note your disclosure elsewhere that, since 2014, you have acquired 39
practices and opened 11 de novo practices. To provide additional context about your
Same Practice Revenue Growth, please clarify how many practices were included in
this metric for the financial periods presented in the filing, and clarify why Same
Practice Revenue Growth decreased year-over-year while revenues increased. In
addition, please revise your disclosure to clarify why you experienced lower clinical
production growth in the second half of 2024, and whether you expect this trend to
continue in future financial periods.
Patient Visits, page 42
19.Please revise your disclosure to define "recall patient count."
20.It is not clear if patient visits represents the number of visits or a dollar value
associated with the visits given the dollar sign in front of the number. Please revise
your disclosures as necessary. Refer to SEC Release 33-10751 for additional
guidance.
Patient Retention Rate, page 43
21.Please tell us why active patients are defined as general dentistry patients having been
seen by your affiliated dental practices within the past 24 months, while the
measurement period for this metric is 12 calendar months.

June 18, 2025
Page 5
Non-GAAP Financial Measures, page 43
22.We note your discussion of non-GAAP financial measures at the beginning of MD&A
before any discussion of your results of operations reported in GAAP. Please revise to
discuss the directly comparable GAAP measures with equal or greater prominence
than the non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Critical Accounting Estimates
Accounts Receivable and Revenue Recognition, page 44
23.We note the significant increase in your accounts receivable allowance as a
percentage, which you note on page F-11 is due to increased time to apply contractual
payor allowances against receivables driven by your transition to a new practice
management and billing system in 2024. Please expand your disclosures to better
explain why the increased time to apply these allowances is resulting in the increase to
your accounts receivable allowance, the current status of your new practice
management and billing system transition, and whether this issue is reasonably likely
to continue to materially impact your accounts receivable allowance. Refer to Item
303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Results of Operations, page 46
24.In order to enhance a reader's understanding of your results of operations pursuant to
Item 303 of Regulation S-K, please expand your discussion to further explain why the
restructuring resulted in an additional income tax benefit in 2023 of approximately
$2.9 million.
Liquidity and Capital Resources
Outstanding Indebtedness, page 49
25.Please revise to briefly describe the "significant prepayment obligations" of your notes
payable. In addition, given the significant interest rates and amounts outstanding
under these notes and your credit agreement, please revise your risk factors to provide
additional detail describing the credit agreement and notes, including the potential
impact of the same on your liquidity.
Business
Our Growth Strategy, page 55
26.You disclose that, based on your experience in providing support to dental practices,
you believe you have the capacity to more than double the number of dentists you
support in your existing markets alone. Given your disclosure elsewhere that the
number of dentists you support has grown 42% over an approximately nine-year
period, please clarify the timeframe over which you expect you can double the
number of dentists you support.
Competition, page 64
27.Please identify your primary competitors, including other DROs, if one or a small
number are dominant in your industry.

June 18, 2025
Page 6
Limitation of Liability and Indemnification, page 71
28.Please revise your risk factor disclosure to discuss the risks to investors from the
limitation of liability and indemnification provisions in your articles of incorporation
and indemnification agreements.
Consolidated Balance Sheets, page F-3
29.Pursuant to ASC 810-10-45-25, please separately present on the face of your balance
sheet:
•Assets of consolidated variable interest entities that can be used only to settle
obligations of the consolidated variable interest entities; and
•Liabilities of consolidated variable interest entities for which creditors do not have
recourse to the general credit of the primary beneficiary.
Note 1. Nature of Business and Summary of Significant Accounting Policies, page F-7
30.In regard to the October 2023 restructuring, please help us better understand how you
determined the appropriate accounting. Please specifically address how you
determined that all shareholders of PDG, TDS, and OSM have nearly identical
ownership percentages and interests before and after the transaction. Please also
explain any differences in ownership percentages before and after the transaction and
how that was determined. Clarify the nature of the "non-clinical assets" contributed by
the affiliated dental practices.
31.Please better clarify your basis for consolidating the affiliated dental practices. Your
disclosures on page F-7 indicate that you are consolidating based on the guidance in
ASC 810-10-15-20 (Consolidation of Entities Controlled by Contract); however, your
disclosures on page F-25 indicate that you have determined that the affiliated dental
practices are VIEs and that you are consolidating as the primary beneficiary of these
entities pursuant to the guidance in 810-10-25-20. As stated in 810-10-15-19, the
guidance in the Consolidation of Entities Controlled by Contract applies to all entities
that are not determined to be variable interest entities. If you are using the
consolidation of entities controlled by contract guidance, please specifically explain
how you determined that you met the criteria of ASC 810-10-15-22.
Revenue Recognition, page F-10
32.Please disclose the following pursuant to ASC 606:
•Revenue recognized in the reporting period that was included in the contract
liability balance at the beginning of the period. Refer to ASC  606-10-50-8; and
•Revenue recognized in the reporting period from performance obligations
satisfied (or partially satisfied) in previous periods. Refer to ASC 606-10-50-
12A.
Note 7. Income Taxes, page F-16
Please better clarify in your disclosures how income taxes are calculated and
presented in you