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CORRESP

 Instructure Holdings, Inc.

6330 South 3000 East, Suite 700

Salt Lake City, UT 84121

December 20, 2022

 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:

Brittany Ebbertt

Kathleen Collins

Re:

 Instructure Holdings, Inc.

 Form 10-K
for the Year Ended December 31, 2021

 Filed February 23, 2022

Form 10-Q for the Quarter Ended September 30, 2022

Filed November 2, 2022

 File
No. 001-40647

 Dear Ms. Ebbertt and Ms. Collins:

Instructure Holdings, Inc. (the “Company” or “we”) submits this letter in response to the comments from the staff (the
“Staff”) of the Division of Corporation Finance, Office of Technology, of the U.S. Securities and Exchange Commission (the “Commission”) received on December 6, 2022, relating to our Form 10-K filed on February 23, 2022
and our Form 10-Q filed on November 2, 2022. The comments from the Staff are set forth below in italics followed by our response.

 Form 10-K for
the Year Ended December 31, 2021

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Business
Metrics, page 51

1.
 We note your response to prior comment 1. Given that you consider the number of customers to be a key
performance indicator in managing your business, it remains unclear why an exact customer count with an explanation of the factors impacting such measure would not be relevant to investors. Please revise and ensure that you include a discussion of
any significant fluctuations in this metric from period to period.

 Response: The Company acknowledges
the Staff’s comment, and in future filings of Annual Reports on Form 10-K the Company will provide an exact customer count with an explanation of the factors impacting such measure, as well as a discussion of any significant fluctuations in
this metric from period to period. Set forth below are proposed revisions to the language that we will implement in future filings of Annual Reports on Form 10-K, shown in strike through for deletions and bold underline for additions.

 We evaluate the number of customers who use our products to measure and monitor the growth
of our business and the success of our sales and marketing activities. We believe that the growth of our customer base is indicative of our revenue growth potential. We define a customer as an entity with an active subscription contract. In
situations where there is a single contract that applies to an entity with multiple subsidiaries or divisions, universities or schools, only the entity that has contracted for our platform is counted as a customer. For example, a contracting school
district is counted as a single customer even though the school district encompasses multiple schools. We had 5,000, 6,000, and nearly 7,000 4,991, 6,095 and 6,908 customers contracted to use our platform as of
December 31, 2019, 2020 and 2021, respectively. The increase in customers from December 31, 2019 to December 31, 2020 was primarily a result of accelerated device proliferation and technology acceptance experienced as a result
of the COVID-19 pandemic. The increase in customers from December 31, 2020 to December 31, 2021 was primarily driven by the continued effects of the COVID-19 pandemic and the accelerated need for continued digital transformation in
education and targeted sales and marketing efforts in new and existing markets.

 Results of Operations, page 54

2.
 We note your response to prior comment 2. Please revise your non-GAAP reconciliations to separately present
transaction expenses, impairment charges and other non-recurring costs. To the extent the impairment charges relate to various asset groups (e.g. goodwill, held-for-sale, leases, etc.), include a breakdown of such charges in a footnote to the
non-GAAP reconciliation. Also, provide us with a breakdown of other non-recurring costs and, to the extent material, include such information in a footnote to the reconciliation.

Response: The Company acknowledges the Staff’s comment, and in future filings the Company will separately present
transaction costs, impairment charges and other non-recurring costs in its non-GAAP reconciliations. Set forth below are proposed revisions to the non-GAAP reconciliations, using Adjusted EBITDA as an example. We have included footnotes, as
applicable, within the non-GAAP reconciliation to further disclose the various asset groups and other non-recurring costs that are considered to be material. All costs classified as ‘Other insignificant non-recurring costs’ are immaterial
both individually and in the aggregate. The breakdown of non-recurring costs requested by the Staff is provided in the information included within the footnotes to the reconciliation.

 2

Successor

Predecessor

Year Ended
December 31,

Period from
April 1 to
December 31,

Period from
January 1 to
March 31,

Year Ended
December 31,

2021

2020

2020

2019

(dollars in thousands)

 Net Loss

$
(88,679
)

$
(177,981
)

$
(22,203
)

$
(80,819
)

 Interest on outstanding debt and loss on debt extinguishment

72,775

50,921

—

—

 Provision (benefit) for taxes

(33,719
)

(43,924
)

183

(3,620
)

 Depreciation

3,713

3,630

2,982

10,642

 Amortization

7

7

35

219

 Stock-based compensation

25,785

50,162

7,109

56,512

 Transaction costs(1)

9,090

11,896

4,878

—

 Sponsor costs(2)

414

446

739

—

 Impairment charges(3)

8,116

46,127

—

—

 Other non-recurring costs(4)

3,944

10,333

6,874

—

 Effects of foreign currency transaction (gains) and losses

1,916

(3,353
)

1,626

—

 Reversal of payroll tax expense on the previous secondary stock purchase transaction

—

—

2,586

(1,327
)

 Amortization of acquisition-related intangibles

133,994

95,310

—

9,116

 Change in fair value of contingent liability

—

—

—

(20
)

 Fair value adjustments to deferred revenue in connection with purchase accounting

9,322

22,751

—

—

 Adjusted EBITDA

$
146,678

$
66,325

$
4,809

$
(9,297
)

(1)
 Represent expenses incurred with third parties as part of the Company’s merger and acquisition activity,
including due diligence, closing and post-close integration activities.

(2)
 Represent expenses incurred for services provided by Thoma Bravo and their affiliates.

(3)
 Includes impairment charges as follows:

Successor

Predecessor

Year Ended
December 31,

Period from
April 1 to
December 31,

Period from
January 1 to
March 31,

Year Ended
December 31,

2021

2020

2020

2019

(dollars in thousands)

 Impairment on Bridge held-for-sale goodwill

$
—

$
29,612

$
—

$
—

 Impairment on Bridge disposal group

1,218

10,166

—

—

 Impairment of leased properties

6,898

6,349

—

—

 Total impairment charges

$
8,116

$
46,127

$
—

$
—

 3

(4)
 Includes other non-recurring costs as follows:

Successor

Predecessor

Year Ended
December 31,

Period from
April 1 to
December 31,

Period from
January 1 to
March 31,

Year Ended
December 31,

2021

2020

2020

2019

(dollars in thousands)

 Professional services related to sale of Bridge

$
1,185

$
867

$
67

$
—

 Loss on exit of leased properties

66

2,484

4,132

—

 Contract modification fees

9

2,570

—

—

 Employee severance

1,761

3,753

2,675

—

 Other insignificant non-recurring costs

923

659

—

—

 Total other non-recurring costs

$
3,944

$
10,333

$
6,874

$
—

Nine months ended
September 30,

2022

(dollars in thousands)

 Net Loss

$
(28,519
)

 Interest on outstanding debt and loss on debt extinguishment

16,334

 Provision (benefit) for taxes

(7,119
)

 Depreciation

3,145

 Amortization

5

 Stock-based compensation

28,923

 Transaction costs(1)

4,916

 Sponsor costs(2)

451

 Other non-recurring costs(3)

2,735

 Effects of foreign currency transaction (gains) and losses

7,050

 Amortization of acquisition-related intangibles

102,190

 Fair value adjustments to deferred revenue in connection with purchase accounting

855

 Adjusted EBITDA

$
130,966

(1)
 Represent expenses incurred with third parties as part of the Company’s merger and acquisition activity,
including due diligence, closing and post-close integration activities.

(2)
 Represent expenses incurred for services provided by Thoma Bravo and their affiliates.

 4

(3)
 Includes other non-recurring costs as follows:

Nine months ended
September 30,

2022

(dollars in thousands)

 Contract modification fees

$
230

 Employee severance

549

 Workforce realignment costs

1,121

 Other insignificant non-recurring costs

835

 Total other non-recurring costs

$
2,735

3.
 We note from your proposed disclosures in response to prior comment 3 you intend to disclose that the
increase in revenue is due to expanded use of your solutions. However, it remains unclear whether such usage is from new or existing customers or from recent acquisitions. Considering your key metrics relate to the growth of your total customer base
and retention and expansion of your existing customer base, please revise to include either the dollar amount or percentage change in revenue attributable to both new and existing customers to add further context to the impact of the key performance
indicators used in managing your business. Also, to the extent that any acquisition during the period materially impacted revenue, revise to include a quantified discussion of such impact.

Response: The Company acknowledges the Staff’s comment, and in future filings the Company will disclose the dollar amount or
percentage change in revenue attributable to both new and existing customers and will quantify the impact of acquisitions on revenue, if such impact is material. Set forth below are proposed revisions to the language that we will implement in future
filings, shown in strike through for deletions and bold underline for additions.

 Form 10-K for the Year Ended December 31, 2021

Subscription and support revenue was $367.8 million for the year ended December 31, 2021 compared to $209.1 million during the Successor
2020 Period and $66.0 million during the Predecessor 2020 Period. The increase in revenue is due to an increase in the total number of customers, which has grown to nearly 7,000 as of December 2021, expanded use
of our solutions, including among new and existing customers. For the year ended December 31, 2021, revenue from new customers increased by $53.8 million and revenue from existing customers increased by $38.9 million. International markets
contributed 20% of the total revenue for the year ended December 31, 2021, an increase of $20.3 million. Use of our solutions expanded as a result of the COVID-19 pandemic and the accelerated need for continued digital transformation in
education the contributions from our recent acquisitions, as well as the effects of purchasing accounting, net revenue retention in excess of 100% as of December 31, 2021 and continued growth into international
markets, which contributed 20% of total revenue for the year ended December 31, 2021 and targeted sales and marketing efforts in new and existing markets.

 5

 Professional services and other revenue was $37.6 million for the year ended
December 31, 2021 compared to $21.5 million for the Successor 2020 Period and $5.4 million for the Predecessor 2020 Period. The increase is due to the expanded use of our solutions increased onboarding of new customers
discussed above.

 Form 10-Q for the Quarter Ended September 30, 2022

Three month change

 Subscription
and support revenue increased $13.6 million for the unaudited three months ended September 30, 2022 due to an expanded use of our solutions, including among new and existing customers. For the three months ended September 30, 2022,
revenue from new customers increased by $9.5 million and revenue from existing customers increased by $4.1 million. International markets contributed 20% of the total revenue for the three months ended September 30, 2022, an increase of $3.8
million. Use of our solutions expanded as a result of the accelerated need for continued digital transformation in education and targeted sales and marketing efforts in new and existing markets increase in new customers, growth from
existing customers through upselling historical products and cross-selling new products, contributions from our recent acquisitions, and the effects of acquisition accounting from Accounting Standards Codification (“ASC”) Topic 805
(“ASC 805”).

 Professional services and other revenue increased $1.6 million for the unaudited three months ended
September 30, 2022 due to the same factors discussed above.

 Nine month change

Subscription and support revenue increased $49.4 million for the unaudited nine months ended September 30, 2022 due to expanded use
of our solutions, including among new and existing customers. For the nine months ended September 30, 2022, revenue from new customers increased by $29.7 million and revenue from existing customers increased by $19.7 million. International
markets contributed 20% of the total revenue for the nine months ended September 30, 2022, an increase of $13.2 million. Use of our solutions expanded as a result of the need for continued digital transformation in education and targeted sales
and marketing efforts in new and existing markets new and existing customers, through upselling historical products and cross-selling new products, and contributions from our recent acquisitions, as discussed above, as well as the
effects of acquisition accounting from ASC 805.

 Professional services and other revenue increased $6.4 million for the unaudited
nine months ended September 30, 2022 due to the same factors discussed above.

 Form 10-Q for the Quarter Ended September 30, 2022

Notes to Unaudited Condensed Consolidated Financial Statements

Note 15. Commitments and Contingencies, page 23

 6

4.
 We note your reference to “losses that could potentially result from this lawsuit” in your
response to prior comment 4. Please revise your proposed disclosures to more clearly state, if true, that it is reasonably possible that a loss in excess of amounts accrued may be incurred but that the amount of such loss or range of loss cannot be
reasonably estimated.

 Response: The Company acknowledges the Staff’s comment, and in future
filings the Company will disclose, if true, whether it is reasonably possible that a loss in excess of amounts accrued may be incurred, as shown in bold underline below.

We are involved in various legal proceedings and claims, including challenges to trademarks, from time to time arising in the normal course of
business. If we determine that it is probable that a loss has been incurred and the amount is reasonably estimable, we will record a liability in our condensed consolidated financial statements. If only a range of estimated losses can be determined,
we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. Although the results of
litigation and claims are inherently unpredictable and uncertain, management does not believe that the outcome of our various legal proceedings, with the potential exception of the matter described below (which we believe is without merit and which
we are defending vigorously against), if determined adversely to us, singly or in the aggregate, would have a material impact on our financial position, results of operations, or liquidity.

In February 2021, Oklahoma Law Enforcement Retirement System and Q. Wade Billings filed a class action lawsuit against Instructure Holdings,
LLC, certain Thoma Bravo entities and certain directors and officers of Predecessor, relating to the Take-Private Transaction. The complaint alleges that such directors and officers breached their fiduciary duties in connection with the Take-Private
Transaction,