February 27, 2020

Paul Rouse
Chief Financial Officer
Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261

       Re: Thryv Holdings, Inc.
           Draft Registration Statement on Form S-1
           Submitted February 3, 2020
           CIK No. 0001556739

Dear Mr. Rouse:

       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 February 3, 2020

General

1.     We note that you have not yet disclosed the exchange on which you will
list your common
       stock. Please be advised that we may have additional comments upon
receipt and review
       of an amendment with materially complete disclosures about the listing
process, the
       distribution and the risks associated with it.
Cover Page

2.     Please revise the "Subject to Completion" legend at the top of your
cover page to reflect
       that the company will not be selling any securities in connection with
this registration
 Paul Rouse
Thryv Holdings, Inc.
February 27, 2020
Page 2
         statement. For example, you may wish to state that the "securities may
not be sold until
         the registration statement becomes effective."
3.       We note that you are relying on Rule 457(f)(2). Please provide an
explanation of the basis
         for your calculation of the registration fee. To the extent you are
relying on book value,
         please disclose the book value.
Prospectus Summary, page 1

4.       We note your disclosure emphasizes the competitive advantage derived
from your
         experience, sizable salesforce, and platform. Please revise to balance
your summary
         discussion of market opportunities with a narrative discussion of the
ease of entry into
         your markets and the increased competition for users, particularly for
your SaaS solutions.
         Address whether certain SMBs may simply prefer inexpensive and/or
niche solutions that
         may be provided at low cost by less experienced market entrants or
do-it-yourself service
         providers.
Risks Associated with our Business and Owning Our Common Stock, page 6

5.       Please revise the first bullet to disclose that the significant
decline described in your risk
         disclosure may occur rapidly.
Corporate History and Information, page 6

6.       Please revise your summary to disclose the substantial indebtedness
incurred in
         connection with the YP Acquisition and identify the related party
lenders in that
         transaction. In addition, please provide additional detail about the
terms of your
         emergence from bankruptcy and when and how your sponsor acquired its
substantial
         ownership interest.
An information security breach of our systems or our data centers, page 22

7.     We note your cyber-security risk factor disclosure on pages 22 and 27.
To the extent
       cybersecurity risks are material to your business, please disclose the
nature of the board's
       role in overseeing the company's cybersecurity risk management, the
manner in which the
       board administers this oversight function, and any effect this has on
the board's leadership
       structure.
FirstName LastNamePaul Rouse
Comapany note your reference to the FTC's ongoing consent order regarding data
protection.
8.     We NameThryv Holdings, Inc.
       Please revise to clarify the contents and applicability of the order.
February 27, 2020 Page 2
FirstName LastName
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
February 27, 2020
Page 3
February 27, 2020 Page 3
FirstName LastName
None of our stockholders are party to any contractual lock-up agreement, page
39

9.       We note there are outstanding warrants to purchase an aggregate of
10,459,141 shares of
         our common stock at an exercise price of $13.55 per share. If true,
please add risk factor
         disclosure to discuss the possibility that exercises by your warrant
holders in close
         proximity to the pricing of this offering may increase volatility.
Our fourth amended and restated certificate of incorporation, page 42

10.      Please disclose whether your forum selection provision applies to
actions arising under the
         Securities Act or Exchange Act. In that regard, Section 27 of the
Exchange Act creates
         exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
         by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. If the provision applies to Securities Act
claims, please revise your
         prospectus to state that there is uncertainty as to whether a court
would enforce such
         provision and to state that stockholders will not be deemed to have
waived the company s
         compliance with the federal securities laws and the rules and
regulations thereunder. If
         this provision does not apply to actions arising under the Securities
Act or Exchange Act,
         please ensure that the exclusive forum provision in the governing
documents states this
         clearly. Please make corresponding changes to your description of
capital stock section.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 51

11.      We note your disclosure here and on page 49 that your key business
metrics include
         clients, ARPU, and Monthly Active Users. Please enhance your
disclosure to explain why
         you track MAUs and what the information you currently disclose about
this metric tells
         readers about your business. Please also tell us the extent to which
you rely on other key
         metrics. For example, we note that you refer to cost per lead,
click-to-call conversion
         rates, and subscription renewal rates elsewhere in the prospectus.
Provide a qualitative
         discussion and analysis of the changes in your key business metrics
for each period
         presented in the prospectus. Refer to Item 303 of Regulation S-K and
Section III.B of SEC
         Release 33-8350.
12.      We note your disclosure in the second paragraph of this section. You
state that where a
         single organization has multiple subsidiaries, divisions, or segments,
each entity that is
         invoiced by you is treated as a separate client. As a result, it seems
there is the potential
         that a single organization or group of organizations may account for a
disproportionate
         percentage of your client base. To contextualize disclosure in the
prospectus about your
         total number of clients, please tell us whether you track the number
of clients per
         organization and, if so, please disclose any relevant metrics.
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
February 27, 2020
Page 4
February 27, 2020 Page 4
FirstName LastName
Non-GAAP Financial Measures, page 52

13.      We note your tabular reconciliations of non-GAAP Adjusted EBITDA and
Free Cash
         Flow precede your discussion and presentation of your results of
operations on a GAAP
         basis. Please tell us your consideration of Question 102.10 of our
Compliance
         & Disclosure Interpretations on Non-GAAP Financial Measures.
Results of Operations
Marketing Services Revenue, page 55

14.      Where a material change in a line item is attributed to two or more
factors, including
         offsetting factors, the contribution of each factor should be
described in quantified terms.
         For example, please expand your discussion to explain the decline in
your preexisting
         client base and underlying decline in digital services or average
revenue per unit. Refer to
         Section III.D of SEC Release No. 33-6835 and revise accordingly.
Liquidity and Capital Resources, page 57

15.      Please revise to address the fact that you are a holding company with
no operations of
         your own, and that you depend on your subsidiaries for cash. Please
also disclose any
         restrictions or other factors that could inhibit your subsidiaries'
ability to pay dividends or
         make other distributions to the parent company. Refer to Item
303(a)(1) of Regulation SK.
Critical Accounting Policies
Stock-based Compensation, page 63

16.      Please tell us your consideration of disclosing your critical
accounting policy with regard
         to the methods used to determine the fair value of your common stock
and the nature of
         the material assumptions involved. For example, if you used the income
approach, you
         should disclose that this method involves estimating future cash flows
and discounting
         those cash flows at an appropriate rate.
Business, page 64

17.      Please revise to provide additional disclosure about the Thryv
platform. Specifically,
         clarify the extent to which the Thryv platform and its add-ons consist
of existing third-
         party commercial products, in-house applications created by your
employees and
         contractors, or a combination of both. In addition, please provide
additional detail
         regarding the material terms of your customer subscriptions, including
duration and
         pricing levels.
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
February 27, 2020
February 27, 2020 Page 5
Page 5
FirstName LastName
Principal and Registered Stockholders, page 101

18.      Please revise footnote (5) to specify the natural person(s) holding
investment and/or
         voting power over the shares of common stock held by affiliates of
Grosvenor Capital
         Management.
Description of Material Indebtedness, page 107

19.      We note the interest rates for your Senior Term Loan and ABL Facility
appear to be
         determined by reference to LIBOR. Please tell us whether and, if so,
how, the expected
         discontinuation of LIBOR may affect your liquidity and results of
operations.
Authorized Capitalization, page 111

20.      In the final sentence of this section, your disclosure reveals your
intention to issue options
         and restricted stock units in connection with this offering. Please
revise to clarify your
         plans, including anticipated vesting and lock-up provisions related to
these awards.
Note 3 Acquisitions, page F-19

21.      Please tell us your consideration of disclosing the amounts recognized
as of the
         acquisition date for each major class of assets acquired and
liabilities assumed for the YP
         Acquisiton. Refer to ASC 805-20-50-1(c).
Note 15 Income Taxes, page F-37

22.      Your total of unrecognized tax benefits disclosed in your table does
not agree to the
         amounts stated in the balance sheet as of December 31, 2018. Please
advise or revise.
Note 16 Contingent Liabilities, page F-38

23.      We note your disclosure that you do not expect the ultimate resolution
of pending
         regulatory and legal matters in future periods will have a material
adverse effect on the
         Company's consolidated statements of operations. Please disclose if
you expect these
         matters will have a material effect on your financial position and
statements of cash
         flows. Also, your disclosure here appears inconsistent with your risk
factor disclosure on
         page 28 stating that "Any potential judgments, fines or penalties
relating to these matters,
         may have a material adverse effect on our business, prospects,
financial condition, results
         of operations and cash flow." Please advise or revise your disclosures
to clearly
         communicate your expectations regarding these matters.
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
February 27, 2020
Page 6
February 27, 2020 Page 6
FirstName LastName
        You may contact Tony Watson at (202) 551-3318 or Donna Di Silvio at
(202) 551-3202
if you have questions regarding comments on the financial statements and
related matters.
Please contact Daniel Morris at (202) 551-3314 or Mara Ransom, Office Chief, at
(202) 551-
3264 with any other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services
cc:      Corey Chivers, Esq.