| 300 North LaSalle | ||||
| Chicago, IL 60654 | ||||
| Robert Goedert, P.C. | United States | |||
| To Call Writer Directly: | Facsimile: | |||
| +1 312 862 7317 | +1 312 862 2000 | +1 312 862 2200 | ||
| rgoedert@kirkland.com | ||||
| www.kirkland.com |
July 27, 2021
Via EDGAR Submission
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Lisa Etheredge | |
| Robert Littlepage | ||
| Edwin Kim | ||
| Larry Spirgel | ||
| Re: | PowerSchool Holdings, Inc. | |
| Amendment No. 3 to Registration Statement on Form S-1 | ||
| Filed July 19, 2021 | ||
| File No. 333-255067 | ||
Ladies and Gentlemen:
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S-T thereunder, PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement on Form S-1 (the “Registration Statement”).
On behalf of the Company, we are writing to respond to the comments raised in the letter to the Company, dated July [27], 2021, from the staff of the SEC (the “Staff”). The Company’s response below corresponds to the caption and number of the comment (which are reproduced below in italics). For your convenience, copies of the Registration Statement will be emailed to the Staff, and those copies will be marked to show changes from Amendment No. 3 to the Registration Statement on Form S-1 submitted to the SEC on July 19, 2021. Where applicable, we have also referenced in the Company’s responses set forth below the appropriate page numbers of the revised prospectus contained in the Registration Statement (the “Prospectus”) that addresses the Staff’s comment. In addition to addressing comments raised by the Staff in its letter, the Company has revised the Registration Statement to update certain other disclosures. Capitalized terms used in this letter but not otherwise defined have the meanings assigned to them in the Prospectus.
Beijing Boston Dallas Hong Kong Houston London Los Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.
Securities and Exchange Commission
July 27, 2021
Page 2
Summary Historical and Pro Forma Consolidated Financial and Other Data, page 24
| 1. | Please revise to reconcile your pro forma non-GAAP measures for the year ended December 31, 2020 and the three months ended March 31, 2021 to the most directly comparable GAAP measure, which may be a pro forma measure. Please refer to Question 101.05 of our Non-GAAP Compliance and Disclosure Interpretations. |
Response
In response to the Staff’s comment, the Company has added the requested reconciliations on pages 92 and 93 of the Prospectus.
* * * *
Securities and Exchange Commission
July 27, 2021
Page 3
We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (312) 862-7317 or Robert M. Hayward, P.C. at (312) 862-2133.
| Sincerely, |
| /s/ Robert Goedert, P.C. |
| Robert Goedert, P.C. |
| cc: | Hardeep Gulati |
PowerSchool Holdings, Inc. |
Daniel J. Bursky, Esq. |
Fried, Frank, Harris, Shriver & Jacobson LLP |