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                              July 23, 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. 3 to
                                                            Draft Registration
Statement on Form S-1
                                                            June 23, 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.

       Draft Registration Statement on Form S-1 Submitted on June 23, 2020

       Recent Developments, page 53

   1.                                                   Please revise this
section to provide updated disclosure about the material effects on your
                                                        business as a result of
the COVID-19 pandemic, considering more time has elapsed since
                                                        providing your March 31
results. In addition, consider whether any updates to risk
                                                        disclosure are
warranted in light of current market events related to COVID-19. Please
                                                        refer to CF Disclosure
Guidance Topics 9 and 9A.
 Paul Rouse
FirstName  LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany
July       NameThryv Holdings, Inc.
     23, 2020
July 23,
Page  2 2020 Page 2
FirstName LastName
Our clients say it best, page 95

2.       Please confirm that you have received consents to the inclusion of the
quotes included in
         this section. In addition, please disclose whether any of these
individuals were
         compensated for their testimonials.
Stock Repurchases, page 127

3.       We note that you repurchased stock from Grosvnor Capital Management in
June 2020.
         Please provide additional detail about the repurchase, including your
reasons for
         repurchasing the stock at this time and whether you also offered to
repurchase shares held
         by other stockholders.
Plan of Distribution, page 146

4.       We note your response to prior coment 2. Please provide additional
clarification about the
         contact that you and your financial advisor expect to have with
Registered Stockholders,
         existing stockholders or potential investors regarding their interest
in buying or selling
         your common shares. Specifically, please tell us the following:

                Will the virtual live presentation with questions and answers
be considered a part of
              Investor Day? Will the recording of the presentation be made
publicly available
              online and free of charge? Who will be able to submit questions
during the question
              and answer session?

                What will the    additional investor education activities
consist of? In this regard, we
              note that these activities are not specified in your response to
prior comment 2.
              Please advise.

                If your    additional investor education activities    include
  possible follow-up
              individual meetings with investors    during the period prior to
the effective date and
              the restricted period, how will you determine who receives
individual meetings? In
              addition, please tell us whether you expect these individual
meetings to cover topics
              which are not included in Investor Day and your other additional
investor education
              activities.

                Will the    additional investor education activities    be
treated as an electronic
              roadshow, and made available online like the Investor Day
presentation?

                Will the company remove from its website prior to completion of
the distribution all
              or some of the electronic roadshow materials made publicly
available on its website
              in accordance with Rule 433 of the Securities Act? In this
regard, we note that your
              response letter does not appear to specify how soon after
Investor Day the electronic
              roadshow materials will be made publicly available on your
website and how long the
              electronic road show materials will remain available on the
website.
 Paul Rouse
Thryv Holdings, Inc.
July 23, 2020
Page 3


5.    We acknowledge your response to prior comment 6 in which you state that
if the
      controlling stockholder elects not to participate in any sales sufficient
liquidity may still
      be generated by the remaining shares held by non-affiliated holders.
Explain whether the
      scenario you describe presumes that non-affiliated holders elect to sell
all or a significant
      portion of their shares in connection with this listing. Also, revise
your disclosure to
      disclose the risks of failing to generate liquidity sufficient to
determine that a reasonable
      amount of volume has crossed, if your controlling stockholder declines to
participate.
6.    Similarly, with regard to prior comment 10, please revise your disclosure
to clearly state
      that the lower the percentage of shares sold by non-affiliated holders in
the listing, the
      greater the ability of the controlling stockholder to establish a price
floor, even if acting in
      good faith.
7.    Please provide us with copies of your agreement(s) with your financial
advisors. Please
      coordinate with the staff members identified in this letter to discuss
how to arrange for
      receupt of such agreement(s).
       You may contact a 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,
FirstName LastNamePaul Rouse
                                                              Division of
Corporation Finance
Comapany NameThryv Holdings, Inc.
                                                              Office of Trade &
Services
July 23, 2020 Page 3
cc:       Corey Chivers, Esq.
FirstName LastName