United States securities and exchange commission logo





                                 June 16, 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.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 11,
2020
                                                            CIK No. 0001556739

       Dear Mr. Rouse:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1 filed May
11, 2020

       General

   1.                                                   We note your response
to prior comment 1 and that you have not yet identified the
                                                        financial advisor(s)
you intend to engage for this offering. In your next amendment,
                                                        please identify the
financial advisor(s) you intend to engage. In this regard, we note that
                                                        resolution of our
comments is dependent upon the nature and scope of the financial
                                                        advisor's role in this
direct listing, including its ability to perform its functions in a manner
                                                        that is consistent with
Regulation M or the limitations and representations set forth in the
                                                        Spotify Letter.
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
June 16, 2020
Page 2
June 16, 2020 Page 2
FirstName LastName
Plan of Distribution, page 130

2.       We note your response to prior comment 10. We re-issue the first part
of the comment,
         where we ask you to describe the extent to which you or your financial
advisor(s) may
         contact any Registered Stockholders, existing stockholders or
potential investors
         regarding their interest in buying or selling. When known, please
provide additional
         information about your proposed investor day and investor education
activities, including
         the type of information that will be presented to investors, by whom
and in what format it
         will be presented, and with what frequency it will be delivered. When
known, please also
         provide a timeline of the investor day and investor education
activities that will be held
         prior to the direct listing.
3.       We note your response to prior comment 11. Please clarify what is
meant by the phrase
         "other reference prices" in the statement, "[p]rior to the Opening
Trade, Nasdaq will
         disseminate the Current Reference Price and other reference prices on
its Net Order
         Imbalance Indicator ('NOII')." Please explain what, if any, role the
financial advisor will
         play in determining any of these "other reference prices."
4.       We note that the financial advisor will request that Nasdaq determine
the Current
         Reference Price in its sole discretion without input from the
financial advisor. Please
         confirm that the financial advisor will also forego use of, and
privileged access to,
         Nasdaq's confidential BookViewer tool, on the grounds there is no
longer any justification
         for the financial advisor having this privileged access to "anonymized
and aggregated pre-
         opening buy and sell orders (above the level of the executing
broker-dealer)."

         Similarly, please explain why the financial advisor's access to the
Nasdaq "NOII" tool,
         which provides frequently updated and very detailed pre-opening
buy-sell interest and
         order imbalance-related information as well as other resources, is not
sufficient for
         purposes of the financial advisor being able to notify Nasdaq that the
company's security
         is "ready to trade" or when "a reasonable amount of volume will cross
on the opening
         trade."
5.       As you know, Rule 104 of Regulation M and section 9(a) under the
Exchange Act prohibit
         stabilizing activities in connection with at-the-market offerings,
including direct listings.
         As such, please explain how the financial advisor will help determine
whether there is a
         "reasonable amount of volume" based on the stated "goal of minimizing,
once the
         Opening Trade occurs, the immediate price volatility that may occur if
trading is opened
         prematurely based on low volume" without running afoul of this
prohibition.
6.       Given that your controlling stockholder owns a significant percentage
of the common
         stock of the company, please explain whether the financial advisor's
assessment that a
         "reasonable amount of volume" has crossed will be dependent on the
actions of the
         controlling stockholder. For example, if the controlling stockholder
decides not to sell
         any of its shares explain, how, if at all, the financial advisor's
volume assessment will be
         affected. In addition, please describe the measures, if any, that you
will put in place to
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
June 16, 2020
June 16, 2020 Page 3
Page 3
FirstName LastName
         limit the ability of the controlling stockholder to affect the
assessment that a "reasonable
         amount of volume" has crossed. Please also revise, as necessary, to
provide appropriate
         risk factor disclosure.
7.       We note your response to prior comment 11 and your hypothetical
example of the
         calculation of the Current Reference Price on page 130. Please revise
your disclosure to
         clarify what the "entered price" is and what it means for shares to be
"unexecuted in the
         cross." In this regard, please revise your example to explain how it
is possible under item
         (ii) that you would have 300 shares "unmatched" at a price of $10.00,
but under item (iii)
         you would have zero shares "unexecuted in the cross" at a price of
$10.00. Also, your
         example seems to emphasize the process for unmatched orders but does
not explain how
         "all accepted orders" that were matched factor into setting the
Current Reference Price.
         Please revise.
8.       We note your response to prior comment 12. The statement, "the
Financial Advisor will
         be involved in the price setting mechanism for the Current Reference
Price contemplated
         under the opening cross" appears to contradict your statement in your
response to prior
         comment 11 about the financial advisor foregoing input in determining
the Current
         Reference Price. Please revise accordingly. Please also confirm that
any decision to
         delay or proceed with trading that rests with the financial advisor
will be carried out
         consistent with the agreement of the financial advisor to forego
having any input in
         determining the Current Reference Price, and only to the extent not
inconsistent with
         Regulation M or the limitations and representations set forth in the
Spotify Letter.
9.       Please confirm that the financial advisor will only (i) determine to
postpone, delay, or
         reschedule a direct listing pursuant to Nasdaq Listing Rules
4120(c)(8) and 4120(c)(9), (ii)
         determine the Company's Shares are "ready to trade" at the Current
Reference Price
         (determined by Nasdaq), or (iii) determine that a reasonable amount of
volume has
         crossed on the Opening Trade to the extent the financial advisor is
able to do so consistent
         with Regulation M or the limitations and representations set forth in
the Spotify Letter.
10.      In the response to prior comment 12 you state that the controlling
stockholder, like any
         other stockholder, may specify the minimum price at which it sells.
However, in the
         response to prior comment 14 the company and the controlling
stockholder disclaim the
         ability to dominate or control the market. In light of the
disproportionate number of
         shares held by a single stockholder, please disclose in your Risk
Factors and Plan of
         Distribution sections the controlling stockholder's ability to set a
floor for your stock
         prices by refusing, even if in good faith, to sell shares below a
minimum price. In your
         response, please tell us how you will ensure that the activities of
the controlling
         stockholder are consistent with Regulation M or the limitations and
representations set
         forth in the Spotify Letter.
11.      We note your response to prior comment 13. Please confirm that the
financial advisor
         will only perform the functions described in your response (for
example, functions related
         to Nasdaq Listing Rule 4120(c)(9) or in (c)(8) of the Exchange Act,
such as the
 Paul Rouse
Thryv Holdings, Inc.
June 16, 2020
Page 4
         determination of the Current Reference Price and any indicative
clearing prices, the
         dissemination of any order imbalance information to Market
Participants, and the
         determination as to the timing, approval and delay of the Opening
Trade) to the extent the
         financial advisor can do so consistent with the anti-manipulation
provisions of the federal
         securities laws, including Regulation M, or relief granted (i.e., the
Spotify Letter)
         thereunder.
12.      Based upon your responses to our comments, we note that your financial
advisor will
         require that Nasdaq determine the Current Reference Price in its sole
discretion without
         input from the financial advisor. Your disclosure, however, continues
to suggest that your
         financial advisor will be involved where you state that the Current
Reference Price will
         be "...a price determined by Nasdaq after consultation with _____ in
its capacity as our
         financial advisor." Please tell us why this consultation is necessary
or revise to remove it.
         Also, tell us how it would be consistent for the financial advisor to
establish price bands,
         as you suggest in your response to comment 13, if they will not be
involved in the
         determination of the Current Reference Price.
13.      We note your response to prior comment 14. Please clarify the
following statement:

              Restricted Period : The Company, its Financial Advisor,
Registered Stockholders and
              their respective affiliated purchasers will observe a restricted
period commencing on
              the fifth business day prior to the determination of the opening
trading price of the
              Shares on Nasdaq and ending with the commencement of secondary
market trading
              in the Shares on Nasdaq (the "Restricted Period") during which
they will not directly
              or indirectly, bid for, purchase, or attempt to induce any person
to bid for or purchase
              the Shares, subject to the exceptions in Regulation M.

         Specifically, please explain, with the use of a timeline for
illustrative purposes, when
         exactly will the "commencement of secondary market trading in the
Shares on Nasdaq"
         occur in relation to the Direct Listing Opening Trade/Auction. Based
on the underlined
         language, please explain whether you consider the Direct Listing
Opening Trade/Auction
         as occurring before or after the secondary market trading commences.
14.    Please also confirm that, to the extent that the Nasdaq rules or
procedures may permit or
       require any expansion of the role and scope of activities to be
performed in connection
       with a direct listing on Nasdaq, the financial advisor will carry out
such role and activities
FirstName LastNamePaul Rouse
       (whether with respect to the pricing or timing or opening of trading )
only to extent it can
Comapany NameThryv with the anti-manipulation provisions of the federal
securities laws,
       do so consistent Holdings, Inc.
       including Regulation M, or applicable relief granted thereunder (i.e.,
the Spotify Letter).
June 16, 2020 Page 4
FirstName LastName
 Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
June 16, 2020
Page 5
June 16, 2020 Page 5
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 at (202)
551-3264
with any other questions.



                                                        Sincerely,

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