August 7, 2024

Paul Rouse
Chief Financial Officer
Thryv Holdings, Inc.
P.O. Box 619810
Dallas, TX 75261

        Re: Thryv Holdings, Inc.
            Form 10-K for the Fiscal Year Ended December 31, 2023
            Form 8-K filed August 1, 2024
            File No. 001-35895
Dear Paul Rouse:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 51

1.     Reference is made to the    Restructuring and integration expenses
line item which you
       describe as, "expenses related to periodic efforts to enhance
efficiencies and reduce
       costs...." Please explain to us the nature of these costs, why you
believe they do not
       represent normal, recurring operating expenses and your consideration of
Question 100.01
       of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations in
       determining the appropriateness of this adjustment. In doing so, please
quantify for us the
       amounts that represent process improvement and/or strategic initiatives
from the amounts
       that represent costs related to a formal restructuring plan and
integration costs from
       actions such as the merger of software platforms.
 August 7, 2024
Page 2
Exhibits 31.1 and 31.2, page 111

2.     We note that the certifications provided as Exhibit 31.1 and Exhibit
31.2 do not include
       paragraph 4(b) and the introductory language in paragraph 4 referring to
your internal
       control over financial reporting. Please explain. You may refer to Item
601(b)(31) of
       Regulation S-K for further details. We also note the certifications in
your Form 10-Q for
       the Quarterly Period Ended June 30, 2024 also omit this language.
Form 8-K filed August 1, 2024
Exhibit 99.2, page 14

3.     Reference is made to your presentation of Consolidated Adjusted EBITDA
and
       Consolidated Adjusted EBITDA Margin. Please revise to present the most
directly
       comparable GAAP measures with equal or greater prominence. Refer to Item
       10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP
Financial
       Measures Compliance and Disclosure Interpretations.

       In closing, 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.

       Please contact Scott Stringer at 202-551-3272 or Adam Phippen at
202-551-3336 with
any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services