September 27, 2024

Michael Sutcliff
Chief Executive Officer and President
Thoughtworks Holding, Inc.
200 East Randolph Street, 25th Floor
Chicago, Illinois 60611

        Re: Thoughtworks Holding, Inc.
            Schedule 13E-3 filed September 3, 2024
            File No. 5-93398
            Preliminary Information Statement filed September 3, 2024
            File No. 1-40812
            Filed by Thoughtworks Holding, Inc., et al.
Dear Michael Sutcliff:

       We have reviewed your filing 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 these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 13E-3; PREM14C filed September 3, 2024
General

1.     We note the Schedule 13D filed on August 7, 2024, by Turing Equity Co.
II, LLP and
       Apax IX G.P. Co, Ltd. The box on the cover page is checked to indicate
that the filers
       previously filed a Schedule 13G and are filing a Schedule 13D under
Rules 13d-1(e), 13d-
       1(f) or 13d-1(g). Since Apax submitted proposals to acquire the Company
as early
       as March 16, 2023, please advise in your response letter why the
Schedule 13D was not
       filed until August 2024.
2.     Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require the
Company to
       state whether it believes that the Rule 13e-3 transaction is fair or
unfair to "unaffiliated
       security holders," as defined in Exchange Act Rule 13e-3(a)(4). We note
your disclosure
       in the introduction to Schedule 13E-3 and throughout the information
statement that the
 September 27, 2024
Page 2

       Company Board "determined that the Merger Agreement and the
Transactions, including
       the Merger, are advisable, fair to and in the best interests of the
Company and the
       Company   s stockholders, including the Unaffiliated Stockholders"
(emphasis added). It
       appears that the term "Unaffiliated Stockholders," as defined on page 26
of the
       information statement, may include directors and officers of the Company
who are not
       otherwise affiliated with Topco, Parent, Merger Sub, the Significant
Stockholder, the
       Apax Entities, and the Management Rollover Stockholders, even though
those individuals
       are considered affiliates of the Company under Rule 13e-3(a)(1). To the
extent the phrase
       "Unaffiliated Stockholders" applies to such persons, disclosure
regarding the fairness
       determination of the Company Board and other filing persons with respect
to the phrase
       "Unaffiliated Stockholders" may not necessarily satisfy Item 8 of
Schedule 13E-3, and the
       disclosure must speak strictly to fairness of the Merger to unaffiliated
security holders.
       Please revise the introduction to Schedule 13E-3 and throughout the
information
       statement to articulate whether the filing persons believe that the
Merger is fair to
       unaffiliated security holders, or advise. In addition, to the extent you
continue to use
       defined terms, please include their definition where first used in the
information
       statement.
3.     See comment above. We also note the use of the terms "Unaffiliated
Stockholders" and
       "unaffiliated security holders," which seem to have different
definitions, in the
       introduction to Schedule 13E-3 and throughout the information statement,
possibly
       interchangeably while, in other parts, only one of them is used without
the other. In
       addition, on page 6 of the information statement, you state the
following: "In its
       evaluation of the fairness of the Transactions to the Unaffiliated
Stockholders, the Special
       Committee considered the fairness of the Transactions to the Company   s
'unaffiliated
       security holders,' as such term is defined under Rule 13e-3 under the
Exchange Act, that
       are also Unaffiliated Stockholders" (emphasis added). While
"unaffiliated security
       holders," as defined under Rule 13e-3, may also be "Unaffiliated
Stockholders," the
       opposite does not seem to be true. In this regard, to avoid confusion,
please revise
       throughout the filings to clarify that the definitions of the two terms
are not identical and
       remove the implication that they are comprised of the same persons,
and/or consider
       consolidating the two terms for consistency.
4.     We note your disclosure in Schedule 13E-3 that Item 12(d) is "[n]ot
applicable." In this
       respect, please revise to disclose, to the extent not already discussed,
whether or not any
       executive officer, director or affiliate of the Company (or any person
specified in
       Instruction C to the schedule) currently intends to sell in the merger
subject
       securities owned or held by that person. Refer to Item 1012(d) of
Regulation M-A.
5.     We note the first use of the term "TSR" on page 4, and the first use of
the terms "Antitrust
       Laws" and "FDI Laws" on page 7 of the information statement. Please
define the terms or
       refer the shareholders to where the definitions of such terms are
located earlier in the
       filing.
Special Factors, page 16

6.     We note that a presentation by Lazard dated "June 4, 2024" is described
as one of the
       attached exhibits on page 39. However, no summary is provided under this
section on
       page 21 as to Lazard's presentation on that date. Please revise to
provide a reasonably
 September 27, 2024
Page 3

       detailed description of such presentation that satisfies the
requirements of Item 1015 of
       Regulation M-A.
7.     We note the following disclosure on page 25 and similar disclosure
throughout the
       information statement: "The Lazard representatives then orally rendered
Lazard   s opinion,
       which was subsequently confirmed by delivery of its written opinion
dated August 4,
       2024, that, as of such date, based upon and subject to the assumptions,
procedures,
       factors, qualifications and limitations set forth in Lazard   s written
opinion, the Per Share
       Price to be paid to holders of Company Common Stock that is issued and
outstanding as of
       immediately prior to the Effective Time (other than the Excluded
Holders) was fair, from
       a financial point of view, to such holders of Company Common Stock"
(emphasis added).
       We also note that, according to your disclosure on page 6, "Excluded
holders"
       comprise of "holders of Owned Company Shares or Dissenting Company
Shares" and
       "any direct or indirect securityholder, partner or member of Parent or
Merger Sub as of
       the Effective Time." Thus, it appears that "holders of Company Common
Stock"
       include certain affiliated security holders. Please address how any
filing person relying on
       the Lazard opinion was able to reach the fairness determination as to
the unaffiliated
       security holders given that the fairness opinion addressed fairness with
respect to
       unaffiliated and certain affiliated security holders together, rather
than all security holders
       unaffiliated with the Company. See also comments above regarding the
definitions of
       "Unaffiliated Stockholders" and "unaffiliated security holders."
Special Factors, page 16

8.     We note that Goldman Sachs served as the financial advisor to Apax
concerning this
       transaction and participated in the negotiations leading up to this
going-private
       transaction. Note that any reports (whether oral or written) provided by
Goldman to any
       filing party that are materially related to this going-private
transaction must be
       summarized in considerable detail in the Information Statement. See Item
9 of Schedule
       13E-3. Any written materials should be filed as an exhibit to the
Schedule 13E-3. Finally,
       the information required by Item 1015(b) of Regulation M-A should be
provided as to
       Goldman. Please revise or advise.
Recommendation of the Company Board; Reasons for the Merger, page 29

9.     Refer to the disclosure at the bottom of page 29. Revise to clarify that
the factors listed
       include all material factors considered by the Board in reaching its
fairness determination.
       The current disclosure indicates that "the Company Board considered a
number of factors,
       including the following material factors that weighed in favor of the
Merger, which are
       not intended to be exhaustive . . . ."
10.    Refer to the following disclosure at the bottom of page 30: "The Company
Board, on
       behalf of the Company, believes, based on the factors described in this
Information
       Statement, that the Merger is fair to the Company's 'unaffiliated
security holders.' as such
       term is defined in Rule 13e-3 under the Exchange Act." See our comment
above regarding
       the need to standardize the use of the term "unaffiliated security
holders" as used
       throughout the information statement. In addition, revise the vague
reference "the factors
       described in this Information Statement" to specify which factors are
referenced.
Summary of Lazard Financial Analysis, page 33
 September 27, 2024
Page 4

11.    Many of the analyses performed by Lazard and described in this section
yielded a per
       share value for the Shares in excess of the Per Share Price of $4.40
being paid in the
       Merger. For example, the discounted cash flow analyses performed using
both the April
       and June Forecasts provided by management resulted in an imputed value
range in excess
       of $4.40, as did the minority squeeze-out premiums paid analysis and the
technology and
       IT services premia paid analysis. Please expand the discussion here to
explain how Lazard
       arrived at its fairness determination by weighting certain analyses over
others.
Other Presentations by Lazard, page 38

12.    Please confirm whether or not Lazard has expressly provided written
permission for their
       presentations to be provided in the information statement and Schedule
13E-3, given the
       disclaimer language in the presentations stating, among other things,
that "[t]hese
       materials and the information contained herein are confidential and may
not be disclosed
       publicly or made available to third parties without the prior written
consent of Lazard."
13.    Please confirm in your response letter whether the bullet points on
pages 39 and 40
       includes details as to all of the presentations presented to the Special
Committee by
       Lazard with the correct respective dates. For example, the last four
bullet points on page
       39 reflects four dates in June 2024 when materials were presented to the
Special
       Committee: June 4, 2024, June 10, 2024, June 18, 2024, and June 19,
2024. However, we
       note that total of five presentations dated "June 2024" have been
attached as Exhibits
       (c)(12)-(16). Similarly, while one date of August 1, 2024, is provided
in the second bullet
       point on page 40, we note that two presentations dated "August 2024"
have been attached
       as Exhibits (c)(18)-(19).
14.    For each of the presentations listed, please include any per share
valuations yielded by
       Lazard's analyses.
Certain Company Financial Forecasts, page 40

15.    Revise to describe the "other relevant factors relating to the Company's
strategic plan"
       that form the basis of the assumptions underlying the forecasts. In
addition, summarize
       the assumptions and limitations which form the basis for the forecasts.
See, for example,
       the list of factors that appear on page 10 of the Lazard presentation
materials included as
       Exhibit (c)(vii) to the Schedule 13E-3.
Position of the Apax Entities and Designated Executives in Connection with the
Merger, page 44

16.    We note your disclosure on page 44 and elsewhere, including pages 48-49,
that the Apax
       Entities and Designated Executives "may be deemed to be affiliates of
the Company."
       Given the filing persons' determination to file a Schedule 13E-3, it is
inappropriate to
       disclaim the underlying conclusions reached by each such filing person
in making the
       filing. Please revise.
Position of the Company in Connection with the Merger, page 44

17.    We note the following disclosure: "The Company did not receive any firm
offers relating
       to a potential transaction other than the proposed Merger." On page 31,
however, you
       state that "The Special Committee and the Company Board are not aware of
any firm
       offer by any other person apart from affiliates of Apax during the prior
two years for a
 September 27, 2024
Page 5

        merger or consolidation of the Company with another company, . . ."
(emphasis added).
        Please revise.
Purposes and Reasons for the Apax Entities in Connection with the Merger, page
49

18.     Refer to the following sentence in the second paragraph: "The Apax
Entities believe that,
        as a private company, the Company will be able to improve its ability
to execute
        initiatives that it cannot execute as a public company, which, over
time, will create
        additional enterprise value for the Company." Please revise to describe
such "initiatives
        that [the Company] cannot execute as a public company."
19.     Refer to the last sentence under this section. Please revise to specify
the Apax Entities'
        reasons for undertaking the transaction at this time, as opposed to any
other time. Refer to
        Item 1013(c) of Regulation M-A.
Other Arrangements, page 56

20.     We note the following disclosure: "As of the date of this Information
Statement,
        preliminary discussions with respect to certain such new agreements,
arrangements or
        understandings have occurred." Note that entering into agreements with
existing affiliates,
        such as Company directors, regarding future compensation may render
such affiliates
        parties engaged in this going private transaction. Please confirm your
understanding in
        your response letter.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions