United States securities and exchange commission logo

                             February 19, 2021

       Barbara Guiterrez
       Chief Financial Officer
       InnovAge Holding Corp.
       8950 E. Lowry Boulevard
       Denver, Colorado 80230

                                                        Re: InnovAge Holding
Statement on Form S-1
                                                            Filed February 8,
                                                            File No. 333-252853

       Dear Ms. Guiterrez:

              We have reviewed your 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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed February 8, 2021

       Management's discussion and analysis of financial condition and results
of operations
       Execute tuck-in acquisitions, page 82

   1.                                                   We note the
presentation of CAGR data. To the extent you include CAGR data, please
                                                        also include the annual
amounts in order to provide context regarding year-over-year
                                                        volatility and other
trends that a compound rate would not identify.
       Lifetime value to customer acquisition cost ratio, page 85

   2.                                                   Please tell us whether
you considered other metrics that might more directly relate to the
                                                        efficiency of your
sales and marketing spend (e.g., "the total cost of enrollments divided
                                                        by total participant
enrollments" and "the average number of months a participant is
                                                        enrolled"). Revise your
disclosure to explain how you calculated the amounts used in the
 Barbara Guiterrez
InnovAge Holding Corp.
February 19, 2021
Page 2
      ratio. In addition, tell us whether this ratio is a non-GAAP measure and
disclose why you
      only present this ratio for fiscal 2020.
Financial Statements
Note 17. Segment Reporting, page F-50

3.    We note the wide range of census CAGR post-acquisition and revenue CAGR
      acquisition for acquired organizations shown on page 82. Likewise, we
note from page 81
      that your Loveland and San Bernardino centers achieved compound annual
census growth
      rates of 54% and 50% and center-level contribution margins of 37% and
33%, whereas
      company-wide center level contribution margins for 2019 and 2020 were
23.8% and
      24.9% and the census growth rate for 2020 was 8.5%. In this regard,
please provide us the
      analysis of economic characteristics used to support aggregation of the
three geographic
        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

       You may contact Michael Fay at (202) 551-3812 or Kate Tillan at (202)
551-3604 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Laura Crotty at (202) 551-7614 with any

FirstName LastNameBarbara Guiterrez
                                                           Division of
Corporation Finance
Comapany NameInnovAge Holding Corp.
                                                           Office of Life
February 19, 2021 Page 2
cc:       Robert M. Hayward, P.C.
FirstName LastName