August 22, 2024

Paul Thompson
Chief Executive Officer
KinderCare Learning Companies, Inc.
5005 Meadows Road
Lake Oswego, OR 97035

       Re: KinderCare Learning Companies, Inc.
           Draft Registration Statement on Form S-1
           Submitted July 26, 2024
           CIK No. 377-07356
Dear Paul Thompson:

       We have reviewed your draft registration statement and have the
following comment(s).

        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 a comment applies 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 this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 2

1.     We note your disclosure that your "uncompromising commitment to quality
education
       offers a differentiated value proposition to children, families, schools
and employers..."
       Please revise your disclosure to more clearly state why your offerings
are distinct from
       other educational services and how specifically they offer a
differentiated value
       proposition to customers.
2.     Please expand your disclosure related to your company structure and
history to clarify
       which operations are conducted through subsidiaries. Please also discuss
the company's
       ownership of such subsidiaries and clarify that the registration
statement relates to
       investment in the holding company rather than the operating
subsidiaries.
 August 22, 2024
Page 2

Our Industry, page 5

3.     To provide additional context to investors, please expand your
disclosure regarding
       market trends and dynamics to address the anticipated impact of funding
for federal
       subsidies and trends in labor force participation on your business. In
this regard, we note
       that your discussion of other market trends and dynamics in this section
also describes
       management's beliefs as to how they may impact your company.
Our Growth Strategies, page 8

4.     To provide additional context to investors, please expand your
disclosure regarding your
       quintile analysis by EBIDTA levels, including but not limited to clearly
labeling or
       identifying the EBITDA levels associated with each quintile, or tell us
why such
       information would not be useful for investors.
Summary Risk Factors, page 10

5.     Please include as a summary risk factor the fact that PG may control all
corporate
       decisions and have interests that conflict with the interests of
investors and the company.
Risk Factors
Risks Related to our Business
Public health crises and outbreaks of widespread health pandemics or
epidemics..., page 27

6.     Please expand your disclosure noting that the COVID-19 pandemic and
recovery
       therefrom disrupted your operations and had "lingering impacts" to
clarify the nature of
       the disruptions and the lingering impacts. Please also disclose whether
such disruptions
       and impacts continue to affect your business and operations. If
material, please quantify
       relevant impacts.
Management's Discussion & Analysis of Financial Condition and Results of
Operations, page 57

7.     We note that acquisitions represent "an integral part of [your] growth
strategy." Here or
       elsewhere as appropriate, please elaborate on any pending or planned
material
       acquisitions, including whether you have entered into any negotiations
or agreements with
       potential acquisition partners.
Results of Operations
Comparison of the Fiscal Years Ended December 30, 2023 and December 31, 2022,
page 64

8.     Please expand your revenue discussion to provide quantified explanations
for the $179.2
       million higher ECE same-center revenues driven by centers that were
classified as same-
       centers as of both December 30, 2023 and December 31, 2022. In doing so,
please
       describe and quantify the extent to which such change is attributable to
changes in tuition
       rates or to changes in occupancy. Refer to Item 303(b)(2) of Regulation
S-K. This
       comment also applies to the revenue discussion in your comparison of
fiscal year 2022
       and fiscal 2021 on page 66.
Non-GAAP Financial Measures, page 69

9.     In your adjusted EBITDA and adjusted net income(loss) reconciliations,
you present a
       non-GAAP adjustment for management and advisory fee incurred in
connection with your
 August 22, 2024
Page 3

       related-party Services Agreement. Please tell us the nature of the
services provided by the
       related-party provider and whether these services will be performed in
house after the
       Services Agreement automatically terminates upon the consummation of
this offering. In
       the case you will continue to perform similar functions in house, please
tell us your
       consideration of Question 100.01 of the Non-GAAP Financial Measures
Compliance and
       Disclosure Interpretations in determining the appropriateness of this
adjustment.
Our Business
Our Competitive Strengths, page 90

10.    Please expand your disclosure regarding Human Sigma Scores and the
related chart to
       more clearly state what such scores represent. Specifically, please
indicate what each of
       the six buckets signify and how they correlate with average center
occupancy.
Educational Excellence
Voluntary, Third-Party Accreditation, page 97

11.    To enhance your disclosure that you voluntarily pursue "nationally
recognized
       accreditation" across all your early learning centers and onsite
programs, please identify
       the independent accrediting agencies from whom you receive such
accreditation.
Government Regulation, page 112

12.    Please expand your discussion of the government regulations applicable
to your business
       to describe the material effects that compliance with government
regulations may have on
       your business, including but not limited to the impact on your capital
expenditures,
       earnings, and competitive position. Refer to Item 101(c)(2) of
Regulation S-K.
Certain Relationships and Related Party Transactions, page 147

13.    Please more specifically identify the persons or category of persons
that are the "certain
       employees and service providers...and certain other unitholders" that
entered into the
       Operating Agreement, as well as the "certain employees and service
providers" that have
       been granted awards under the 2022 Plan.
General

14.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications. Please contact the staff
member associated
       with the review of this filing to discuss how to submit the materials,
if any, to us for our
       review.
15.    We note your disclosure that you intend to apply to list your common
stock on a securities
       exchange. Please disclose on your cover page and throughout whether the
offering is
       conditioned on receiving approval to list on such exchange and expand
your risk factors
       accordingly.
 August 22, 2024
Page 4

       Please contact James Giugliano at 202-551-3319 or Suying Li at
202-551-3335 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at 202-551-3222 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services