DRSLTR

LOGO

601 Lexington Avenue

New York, NY 10022

United States

+1 212 446 4800

www.kirkland.com

August 13, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Rebekah Lindsey, Kathleen Collins, Edwin Kim, and Jan Woo

Re:

Clearwater Analytics Holdings, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted July 22, 2021

CIK 0001866368

On behalf of our client, Clearwater Analytics Holdings, Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated August 6, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 confidentially submitted by the Company on July 22, 2021 (the “Draft Registration Statement”).

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment.

In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments and is confidentially filing a revised draft of the Draft Registration Statement on Form DRS/A (the “Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form S-1

Organizational Structure, page 55

Staff’s comment: We note your response to prior comment 3 regarding your discretion to issue cash for LLC Interests and corresponding Class B and Class C common stock, instead of exchanging them for Class A and Class D common stock, respectively. As noted in your response letter, please clarify in your prospectus that you have “preserved this optionality for strategic business and tax reasons, providing liquidity for certain holders of LLC Interests.”

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 10 and 57 of the Registration Statement.

Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Palo Alto Paris San Francisco Shanghai Washington, D.C.