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    July 16, 2025

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    100 F Street, N.E.

    Washington, DC 20549-3628

    Attention: Christina Chalk

            Re:

            AvidXchange Holdings, Inc.

            Schedule 13E-3 filed June 18, 2025

            Filed by Corpay, Inc., et al.

            SEC File No. 5-93349

    Ladies and Gentlemen:

    I am writing on behalf of AvidXchange Holdings, Inc. (“AvidXchange” or the “Company”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange
      Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance, Office of Mergers & Acquisitions, dated July 3, 2025 (the “Comment Letter”) with respect to the preliminary proxy statement on Schedule
      14A filed with the Commission on June 17, 2025 (the “Preliminary Proxy”) and Schedule 13E-3 filed with the Commission on June 18, 2025 (the “Schedule 13E-3”). This letter is being filed with the Commission electronically via the EDGAR
      system today.

      In connection with the submission of this letter, AvidXchange is filing Amendment No. 1 to the Preliminary Proxy (the “Amended Preliminary Proxy”), and the Filing Persons (as defined in the Schedule 13E-3) are
        filing Amendment No. 1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”). The Amended Preliminary Proxy and the Amended Schedule 13E-3 reflect revisions made in response to the comments of the Staff in the Comment Letter and the updating
        of certain other information.

      Set forth below are our responses to the Staff’s comments as set forth in the Comment Letter. For the convenience of the Staff, each comment from the Comment Letter is restated in italics prior to the response to such
        comment. Please note that any reference to page numbers in our responses refer to the page numbers of the Amended Preliminary Proxy and the Amended Schedule 13E-3, as applicable. Capitalized terms used but not defined herein have the meanings
        ascribed to such terms in the Amended Preliminary Proxy and the Amended Schedule 13E-3, as applicable.

    July 16, 2025

    Page 2

    Schedule 13E-3 filed June 18, 2025; PREM14A filed June 17, 2025

    General

          1.

            Please revise the disclosure document to add a “Special Factors” section at the front of the document, which should include the information called for Items 7, 8, and 9 of Schedule 13E-3. See Rule
                13e-3(e)(1)(ii).

    Response: The Company acknowledges the Staff’s comment and in response has retitled the section entitled “THE MERGER” in the Preliminary Proxy to “SPECIAL FACTORS” in the Amended
      Preliminary Proxy, which includes the information called for in Items 7, 8, and 9 of Schedule 13E-3, and moved such section to the front of the Amended Preliminary Proxy.  The Company has also retitled the captions entitled “THE MERGER” in the
      Schedule 13E-3 to “SPECIAL FACTORS” in the Amended Schedule 13E-3.

    Rollover Shares, page 7

          2.

            For each Rollover Stockholder, state the percentage of equity each currently owns in the Company and the percentage each will own in the surviving entity after the Merger.

    Response:  The Company acknowledges the Staff’s comment and in response has revised the disclosure on pages 7 and 93 of the Amended Preliminary Proxy to provide, for each Rollover
      Stockholder, the percentage of equity currently owned in the Company as of June 30, 2025, and the percentage of equity to be owned in the surviving entity after the Merger.

          3.

            In your response letter, explain why officers and directors who are Rollover Stockholders (other than Mr. Praeger) have not been included as filers on the Schedule 13E-3. Your analysis should include the
                percentage of equity each will hold before and after the Merger, and any enhanced terms of their employment or compensation packages post-Merger.

    Response:  The Company acknowledges the Staff’s comment and in response respectfully advises the Staff that the Company considered the issue of whether each of Michael Praeger,
      Joel Wilhite, Angelic Gibson, Dan Drees and Ryan Stahl (each, a “Management Rollover Stockholder” and collectively, the “Management Rollover Stockholders”) should be a filing person for Schedule 13E-3. Following its analysis of the
      relevant considerations, the Company concluded that none of the Management Rollover Stockholders (other than Mr. Praeger) is “engaged” in the pending take private transaction within the meaning of Rule 13e-3 and therefore should not be filing persons
      for Schedule 13E-3. For the avoidance of doubt, other than Mr. Praeger, there are no directors of the Company that are Rollover Stockholders.

    July 16, 2025

    Page 3

    As noted in Rule 13e-3 Compliance & Disclosure Interpretation 201.05 issued by the Commission’s Division of Corporation Finance on January 26, 2009, whether members of senior management, such as the Management
      Rollover Stockholders, are deemed to be engaged in the transaction is dependent on the facts and circumstances of the transaction. Relevant factors include whether members of senior management of the company going private will ultimately hold a
      material amount of the surviving company’s outstanding equity securities, occupy seats on the board of the company in addition to senior management positions, and otherwise be in a position to “control” the surviving company within the meaning of
      Exchange Act Rule 12b-2 (i.e., “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise”). The Staff
      considers these factors to assess whether senior management is essentially “on both sides” of the Rule 13e-3 transaction. Furthermore, Rule 13e-3 Compliance & Disclosure Interpretation 201.01, which also addresses the status of members of senior
      management as filing persons, states that additional factors to consider in assessing whether management is engaged in a Rule 13e-3 transaction include increases in consideration to be received by management, alterations in management’s executive
      agreements favorable to such management, the equity participation of management in the acquiror, and representation of management on the board of the acquiror.

    As disclosed in the initial Preliminary Proxy, each of the Management Rollover Stockholders entered into a rollover agreement (the “Management Rollover Agreements”) with Holdings and Topco pursuant to which each
      Management Rollover Stockholder will, immediately prior to the Effective Time, contribute, transfer and assign to Holdings certain shares of Company Common Stock held by such Management Rollover Stockholder in exchange for Holdings Shares, and each
      Management Rollover Stockholder will immediately thereafter contribute the Holdings Shares to Topco in exchange for Topco issuing newly issued units of Topco to such Management Rollover Stockholder, in each case, in accordance with the terms of the
      Management Rollover Agreements.

    Each of the Management Rollover Stockholders (other than Mr. Praeger) currently beneficially owns less than 1.0% of the outstanding shares of the Company. Upon the effectiveness of the pending take private transaction,
      after giving effect to the conversion of each Management Rollover Stockholder’s equity interests in the Company (other than the Rollover Shares) into the right to receive the applicable Merger Consideration pursuant to the terms of the Merger
      Agreement and the applicable Management Rollover Agreement, each Management Rollover Stockholder (other than Mr. Praeger) is expected to beneficially own less than 0.75% of the outstanding equity interests of Topco immediately following the
      completion of the Merger by virtue of the conversion of his or her Rollover Shares into Topco equity interests. Each of the Management Rollover Stockholders has the right to elect (prior to the Closing) to receive their retention awards in the form
      of Topco equity interests as opposed to cash and to have their Unvested Company RSU Awards converted into Rollover RSU Awards, as further described below, although no elections have been made to date. As illustrated in the table below, even if the
      retention awards and Unvested Company RSU Awards were settled 100% in the form of Topco equity interests, none of Messrs. Wilhite, Drees and Stahl or Ms. Gibson will beneficially own more than 0.75% of the outstanding equity interests of Topco
      immediately following the completion of the Merger.

    July 16, 2025

    Page 4

    The following table sets forth the ownership percentage based on the beneficial ownership of the Company’s outstanding shares for each Rollover Stockholder as of June 30, 2025, prior to completion of the Merger and in
      Topco immediately following the completion of the Merger, both exclusive and inclusive of retention awards and Rollover RSU Awards:

            % Ownership Prior

            to the Merger

            % Ownership After the Merger

            Exclusive of Retention

            Awards and Rollover

            RSU Awards1

            Inclusive of Retention

            Awards and Rollover

            RSU Awards2

            CEO Rollover Filing Parties

            7.1%

            7.96%

             8.78%

            Dan Drees

            0.6%

            0.14%

            0.61%

            Joel Wilhite

            0.6%

            0.02%

            0.45%

            Angelic Gibson

            0.4%

            0.04%

            0.37%

            Ryan Stahl

            0.3%

            0.07%

            0.36%

          1

            The percentages provided assume that each Rollover Stockholder elects to receive his or her retention awards in cash and does not receive any Rollover RSU Awards, and that no Topco equity interests will be issued in
              respect thereof.

          2

            The percentages provided assume that each Rollover Stockholder elects to receive 100% of his or her retention award and Rollover RSU Awards in the form of Topco equity interests. None of the Rollover Stockholders
              have made any election to date.

    Therefore, under either scenario, no Management Rollover Stockholder (other than Mr. Praeger) will hold a material amount of the Surviving Corporation’s equity or voting securities and will not have the ability to
      control the Surviving Corporation through share ownership.

    With the exception of Mr. Praeger, no Management Rollover Stockholder will have any contractual right to occupy a seat on the board of directors of Topco. The Merger Agreement provides, unless otherwise determined by
      Parent prior to the Effective Time, that the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation. Each Management Rollover Stockholder is expected to remain as an officer of the Surviving
      Corporation in substantially the same position as he or she is currently employed by the Company, with the same reporting relationships, and substantially the same terms of employment; however, the continued employment or service of each Management
      Rollover Stockholder is not guaranteed by contract or otherwise and their employment with the Surviving Corporation will remain at-will. No Management Rollover Stockholder should be deemed to be in a position of control of the Surviving Corporation
      or Topco based on his or her employment relationship or officer position alone.

    Further, none of the Management Rollover Stockholders (other than Mr. Praeger) directed or controlled the negotiation of the material terms, discussion, or planning of the proposed Merger and the other Transactions on
      behalf of the Company. To the contrary, each Management Rollover Stockholder supported the Board and the Transaction Committee solely in his or her capacity as an officer of the Company and as employees discussing and negotiating the terms with the
      Company and Parent of the Management Rollover Agreements, retention bonuses and participation in a potential management incentive plan to be established following the Closing for employees of the Surviving Corporation generally, including the
      Management Rollover Stockholders.

    July 16, 2025

    Page 5

    Employees of the Company, including the Management Rollover Stockholders, may participate in certain transaction-based or post-Closing compensation arrangements implemented by Topco.  Please find below a description of
      the retention awards implemented by the Company, potential management incentive plan to be established following the Closing for employees of the Surviving Corporation and other arrangements in connection with the Merger and the other Transactions in
      which the Management Rollover Stockholders may participate. Given Mr. Praeger is a filing person, any additional arrangements in which he will participate that differ from those of the other Management Rollover Stockholders are not listed below but
      are described in the initial Preliminary Proxy.

          •

            Retention Awards: The Company’s executive officers, which includes the Management Rollover Stockholders, are expected to receive retention awards in connection with the Merger, which may be paid in
              cash or, at the election of the executive, in the form of equity interests in Topco. To the extent the retention awards are paid in the form of equity interests in Topco, as discussed above, such interests are not expected to represent a
              material ownership interest in Topco.

          •

            Management Incentive Plan: Topco has agreed to consider establishing a management incentive plan following the Closing, pursuant to which employees of the Surviving Corporation, including the
              Management Rollover Stockholders, may be eligible to receive equity or equity-based awards out of an award pool of 12% of Topco’s fully diluted equity as of the Closing. No individual allocations have been determined yet and no assurances of
              awards have been provided.  In addition, any awards under the management incentive plan will only occur in the discretion of Topco following the Closing. The management incentive plan to be implemented by Topco will represent the long-term
              incentive compensation program post-Closing (with performance-based and time-based awards vesting over multiple years), replacing the Company’s existing equity program due to the take private nature of the transaction, and is expected to be a
              broad based incentive plan in which a large percentage of the company’s employees is expected to participate.