POWERSCHOOL HOLDINGS, INC.
July 23, 2021
VIA EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-1090
| Attention: | Lisa Etheredge | |
| Robert Littlepage | ||
| Edwin Kim | ||
| Larry Spirgel | ||
| Re: | Powerschool Holdings, Inc. | |
| Registration Statement on Form S-1 | ||
| Originally Filed April 6, 2021 | ||
| File No. 333-255067 | ||
Ladies and Gentlemen:
Powerschool Holdings, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-255067, as amended (the “Registration Statement”), to 4:00 p.m., Eastern time, on July 27, 2021 or as soon thereafter as practicable.
* * * *
Please contact Robert E. Goedert of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-7317, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | ||
| POWERSCHOOL HOLDINGS, INC. | ||
| By: | /s/ Hardeep Gulati | |
| Name: | Hardeep Gulati | |
| Title: | Chief Executive Officer | |
