United States securities and exchange commission logo February 10, 2021 John Lawrence Furlong Chief Executive Officer Independence Holdings Corp. 277 Park Avenue 29th Floor, Suite B New York, NY 10172 Re: Independence Holdings Corp. Draft Registration Statement on Form S-1 Submitted January 14, 2021 CIK No. 0001837393 Dear Mr. Furlong: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 our comments apply 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 these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 filed January 14, 2021 Summary Our Acquisition Process, page 13 1. We note your disclosure regarding an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions regarding the fairness of a transaction with an affiliate. Please revise your disclosure throughout your filing to clarify the circumstances in which you will obtain such an opinion. For example, on page 39, you state that you may obtain an opinion, on page 113 you state that you will obtain an opinion, and on page 13 you state that you will obtain an opinion if required by applicable law or based upon the decision John Lawrence Furlong Independence Holdings Corp. February 10, 2021 Page 2 of our board of directors or a committee thereof. Similarly, your disclosure is not consistent throughout your filing as to the nature of the affiliated transaction that would require such an opinion. Please revise. In addition, please clarify your statement on page 13 that the opinion will relate to "the satisfaction of such criteria." You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Mark Wojciechowski, Staff Accountant, at (202) 551-3759 if you have questions regarding comments on the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney- Advisor, at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at (202) 551- 3584 with any other questions. Sincerely, FirstName LastNameJohn Lawrence Furlong Division of Corporation Finance Comapany NameIndependence Holdings Corp. Office of Energy & Transportation February 10, 2021 Page 2 cc: Douglas S. Ellenoff FirstName LastName