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                             September 15, 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.
                                                            Registration
Statement on Form S-1
                                                            Filed September 1,
2020
                                                            File No. 333-248532

       Dear Mr. Rouse:

              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
       response.

              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 September 1, 2020

       Cover Page

   1.                                                   Please revise here and
in the Principal and Registered Stockholders section to disclose the
                                                        percentage of
outstanding shares that may be offered pursuant to this registration
                                                        statement. In addition,
please disclose the percentage of shares which may be offered that
                                                        are held by directors,
officers, and affiliates.
       Non-GAAP Financial Measures, page 53

   2.                                                   Your disclosure in Note
4 on page F-59 states you completed all restructuring and
                                                        integration efforts
associated with the YP Acquisition as of December 31, 2019 and you
                                                        state here charges for
the six months ended June 30, 2020 relate to expenses for ongoing
 Paul Rouse
Thryv Holdings, Inc.
September 15, 2020
Page 2
      cost reduction efforts. We also note your disclosure in Note 6 that $5
million in employee
      termination severance expense was incurred during the interim period as a
result of
      COVID-19 and this restructuring is complete. On page F-66 you include
footnote
      disclosure describing the nature of the remaining restructuring and
integration costs
      incurred during the interim period. Please tell us your consideration of
disclosing whether
      you expect to incur additional charges related to these ongoing cost
reduction efforts.
      Refer to ASC 420-10-50.
Recent Developments - COVID-19, page 55

3.    Please revise this section to provide more robust updated disclosure
about the material
      effects on your business as a result of the COVID-19 pandemic. In this
regard, we note a
      decline in revenue in your marketing services segment during the quarter
ended June 30,
      2020. Clarify whether this decline is solely due to the pause some of
your clients placed
      on their online advertising programs or, as your disclosure on page 62
suggests, due to a
      continued trending decline in the company's client base due to
significant competition or
      both. In addition, address relevant developments which have occurred
since June 30,
      2020 and challenges you reasonably expect to experience in your business
operations in
      the future depending upon regulatory and private sector response. Also,
consider whether
      any updates to risk disclosure are warranted in light of current market
events related to
      COVID-19. Refer to CF Disclosure Guidance Topics 9 and 9A.
        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
statement.

        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
September 15, 2020 Page 2
cc:       Corey Chivers, Esq.
FirstName LastName