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                                August 25, 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. 4 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August 4,
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. 4 to Draft Registration Statement Submitted August 4, 2020

       Our second amended and restated bylaws, page 45

   1.                                                   We note that your forum
selection provision identifies the federal district courts of the
                                                        United States of
America as the exclusive forum for claims arising under the Securities
                                                        Act. Please disclose
that investors cannot waive compliance with the federal securities
                                                        laws and the rules and
regulations thereunder. In that regard, we note that 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.
 Paul Rouse
Thryv Holdings, Inc.
August 25, 2020
Page 2
Deb Ryan Separation Agreement, page 130

2.    We note your revisions at page 130 to disclose the departure of your
former Chief Human
      Resources Officer. Please disclose the amount of the prorated short term
incentive bonus
      disclosed in item (ii).
Plan of Distribution, page 148

3.    In your response to prior comment 4 you state that you will not remove
the electronic
      roadshow materials from your website before the end of the Effective
Period. It is unclear
      how you have defined this term. Please clarify when the electronic
roadshow materials
      will be removed from your website.
4.    We note that the same sentence appears as the seventh sentence of the
third paragraph on
      the cover page and the second sentence of the fourth paragraph of the
Plan of Distribution
      on page 148. Please revise the sentence to state, if true, that    [i]n
the event that more than
      one price exists under (iii), I-Bankers will exercise any consultation
rights only to the
      extent that it can do so consistent with the anti-manipulation provisions
of the federal
      securities laws, including Regulation M, or applicable relief granted
thereunder." The final
      clause of the sentence (beginning "which may require...") appears to be
redundant and
      may create unnecessary confusion about the role of the financial advisor.
Please remove
      this language or tell us why you believe it is necessary.
        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,
FirstName LastNamePaul Rouse
                                                             Division of
Corporation Finance
Comapany NameThryv Holdings, Inc.
                                                             Office of Trade &
Services
August 25, 2020 Page 2
cc:       Corey Chivers, Esq.
FirstName LastName