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

             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

       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.
 Chenlong Tan
iPower Inc.LastNameChenlong Tan
December   NameiPower
              2020     Inc.
Page 2    21, 2020 Page 2
FirstName LastName
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
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
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
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
 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-
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
Certain Relationships
FirstName             and Related
           LastNameChenlong    TanParty Transactions, page 50
13.        NameiPower
       Please disclose theInc.
                           amounts paid under the agreements with E Marketing
Solution Inc.
December 21, 2020 Page 3 Marking Inc. to date.
       and Global  Product
FirstName LastName
 Chenlong Tan
iPower Inc.LastNameChenlong Tan
December   NameiPower
              2020     Inc.
Page 4    21, 2020 Page 4
FirstName LastName
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
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
                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

         Refer to paragraphs 50-2AA and 50-5A of ASC Section 810-10-50. Make
         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.
 Chenlong Tan
iPower Inc.LastNameChenlong Tan
December   NameiPower
              2020     Inc.
Page 5    21, 2020 Page 5
FirstName LastName

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.

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
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


                                                                 Division of
Corporation Finance
                                                                 Office of
Trade & Services