July 24, 2024

Michael Cotoia
Chief Executive Officer
Toro CombineCo, Inc.
275 Grove Street
Newton, Massachusetts 02466

       Re: Toro CombineCo, Inc.
           Registration Statement on Form S-4
           Filed June 27, 2024
           File No. 333-280529
Dear Michael Cotoia:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4
Voting by TechTarget Directors and Executive Officers, page 90

1.     Please include the disclosure required by Item 3(h) of Form S-4.
Background of the Transactions, page 98

2.     Please expand your disclosures regarding the background of the
transaction to include:
           any discussions with Informa about the potential loss of clients in
the near future or
           any other events that may materially affect the NewCo prospects or
its financial
           projections for future performance of the business;
           any discussions relating to the assumptions underlying any target
projections;
           whether there were any valuations or other material information
about the companies
           involved in this transaction provided to potential investors that
have not been
           disclosed publicly;
           the negotiation of any contingent payments to be received by target
shareholders; and
 July 24, 2024
Page 2

             the negotiation of any arrangements whereby any shareholder agrees
to waive its
           redemption rights.
Projected Financial Data, page 120

3.     We note your disclosure that "the Forecasts reflect numerous estimates
and assumptions
       made by the management." Please include here a summary of key
assumptions. Also, to
       the extent your forecasts reflect more than simple growth rates, explain
why these rates
       are reasonable and disclose the limitations presented by the difficulty
in sustaining
       significant growth rates over a long period of time. Please refer to
Items 10(b)(2) and
       (b)(3)(i) of Regulation S-K.
U.S. Federal Income Tax Consequences of the Transactions, page 145

4.     We note your disclosure that for U.S. federal income tax purposes, the
Transactions are
       intended to constitute a transaction that is described in Section 351 of
the Internal
       Revenue Code. If you believe the Transactions qualify as a transaction
that is described in
       Section 351 of the IRC, please file a legal opinion supporting such a
conclusion.
       Alternatively, revise your current disclosure, both here and elsewhere,
to first make clear
       that it is uncertain whether the Transactions will qualify as a Section
351 transaction and
       then discuss the potential consequences to shareholders if the
Transactions: (1) do not
       qualify as a Section 351 transaction; and (2) qualify as a Section 351
transaction.
       Additionally, please revise to clearly and plainly state what a
transaction described in
       Section 351 of the IRC is.
Term Loan Credit Facility, page 207

5.     We note that prior to the closing, you intend to enter into a revolving
credit facility or
       other senior lending facility. Please revise to provide an update on the
status of this plan
       and clarify whether you intend to enter into this facility prior to the
effectiveness of this
       registration statement.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 220

6.     Please explain further the basis for pro forma adjustments 5(i), 6(e)
and 7(f). In this
       regard, you state that pursuant to the terms of the Transaction
Agreement, Informa will
       assume contingent consideration liabilities. Clarify whether the
reference here to Informa
       is to Informa PLC and if so, tell us why Informa is assuming contingent
consideration on
       businesses that were contributed as part of the Merger Agreement. Also,
tell us where you
       include a discussion of these terms in the filing and specifically in
the Transaction
       Agreement section beginning on page 162.
 July 24, 2024
Page 3
Note 7. Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Income for
the Year Ended December 31, 2023, page 225

7.     Your disclosure on page 165 indicates that the vesting for various
TechTarget Incentive
       Awards (e.g., TechTarget Options, Pre-Signing TechTarget RSU, TechTarget
RSU) will
       accelerate upon effectiveness of the Merger. Please tell us how you
considered an
       adjustment to reflect the additional compensation expense in your pro
forma financial
       statements for the acceleration of these awards, or revise. Refer to
Rule 11-02(a)(6)(i)(B)
       of Regulation S-X.
8.     Your adjustment 7(e) states that TechTarget estimates incurring
non-recurring transaction
       costs of $24,344 thousand related to the Transactions within 12 months
from the Closing
       Date. Please also disclose the amount of transaction costs that are
expected to be incurred
       by Informa Tech Digital Businesses (the Business), and your
consideration to include an
       adjustment for such costs, if any, in your pro forma financial
statements.
Business
Supplemental Historical and Unaudited Non-GAAP Pro Forma Information, page 287

9.     We note your reference to "non-GAAP Pro Forma" in the table on page 288,
however, the
       table does not include any non-GAAP information. Please explain or
revise. In addition,
       we note the adjustment for group allocation costs in the reconciliation
on page 290, which
       include costs related to finance, legal, human resources and investor
relations that will be
       provided by TechTarget after the Merger. Tell us how this adjustment
differs from a pro
       forma management adjustment pursuant to Rule 11-01(a)(7) of Regulation
S-X that
       typically would only be presented in the footnotes to pro forma
financial information
       presented under Article 11 of Regulation S-X. Please explain or revise
to remove this
       adjustment. Refer also to Question 100.01 of the Non-GAAP C&DIs.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
Informa Tech Digital Businesses
Overview, page 303

10.    We note that the Business significantly revised the fair value of
contingent consideration
       attributable to Industry Dive and recorded a goodwill impairment charge
during fiscal
       2023 due to continued macro-economic challenges resulting in revised
long-term revenue
       projections for this business. Please tell us whether the decline in
such revenue projections
       is a known trend or uncertainty that is reasonably likely to have a
material impact on
       revenue or income from continuing operations. If so, revise to include a
discussion of this
       potential trend in the Overview section. Refer to Item 303(b)(2)(ii)(B)
of Regulation S-X.
Informa Tech Digital Businesses of Informa PLC Audited Annual Combined
Financial
Statements
Note 2. Significant accounting policies
Revenue, page FS-15

11.    Please tell us and revise to disclose the contract terms for each of
your revenue streams
       (i.e., marketing, advertising services and sponsorship, intelligence
subscription services,
       etc.). For the marketing, advertising services and sponsorship
arrangements in
       which revenue is recognized as advertisements are delivered or when
qualified leads or
 July 24, 2024
Page 4

       impressions are delivered, clarify how you determine the amount to be
recognized upon
       each event throughout the term of the contract.
Note 12. Related party transactions, page FS-35

12.    You state that the allocation of certain general corporate expenses may
not reflect the
       amounts that would have been incurred if the Business had operated on a
standalone
       basis. Since agreements with related parties are by definition not at
arms-length and may
       be changed at any time, please revise to disclose management's estimate
of what the
       expenses would have been on a stand-alone basis for each period
presented, if practicable
       and materially different than the results provided. Alternatively,
revise to state, if true,
       that it is not practicable to estimate such costs. Refer to Question 2
of SAB Topic 1.B.1.
General

13.    Please revise to disclose expected beneficial ownership information for
the combined
       company.
        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.

       Please contact Chen Chen at 202-551-7351 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Mitchell Austin at 202-551-3574
with any
other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Andrew Alin