Instructure Holdings, Inc.
6330 South 3000 East, Suite 700
Salt Lake City, UT 84121
August 23, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Kyle Wiley |
Jan Woo
| Re: | Instructure Holdings, Inc. |
Registration Statement on Form S-3
Filed August 19, 2022
File No. 333-266988
Ladies and Gentlemen:
Instructure Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (the “Registration Statement”), File No. 333-266988 to 4:00 p.m., Eastern Time, on Thursday, August 25, 2022, or as soon thereafter as practicable.
Please contact Michael P. Keeley of Kirkland & Ellis LLP, special counsel to the Company, at (312) 862-2144 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, |
/s/ Matthew A. Kaminer |
| Matthew A. Kaminer |
| Chief Legal Officer |
