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United States securities and exchange commission logo
March 21, 2024
Eric Israel
General Counsel
Keypath Education International, Inc.
1933 N. Meacham Rd., Suite 310
Schaumburg, IL 60173
Re:Keypath Education International, Inc.
Registration Statement on Form 10-12G
Filed February 26, 2024
File No. 000-56641
Dear Eric Israel:
            We have reviewed your filing and have the following comment(s).
            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.
Registration Statement on Form 10-12G filed February 26, 2024
Item 1. Business
Our Competitive Strengths, page 1
1.You disclose that you benefit from a 40% to 60% contribution margin throughout the life
of contracts. However, on page 36, you disclose that the 40% to 60% contribution margin
is reached at the maturity phase. Please revise for consistency. In addition, please disclose
a GAAP gross margin range to balance your disclosure with a GAAP measure.
Overview, page 1
2.We note your statement that you are a "leading global Education Technology company."
Please provide additional support for this claim. We also note that you disclose that you
partner with “leading universities,” that you have "built a market-leading Healthcare OPM
offering" and that you are "one of the largest services providers for clinical and field
placements having delivered over 24,000 clinical placements." Please revise to disclose
the means by which you measure these assertions.  Make conforming changes throughout
your filing.

 FirstName LastNameEric Israel
 Comapany NameKeypath Education International, Inc.
 March 21, 2024 Page 2
 FirstName LastName
Eric Israel
Keypath Education International, Inc.
March 21, 2024
Page 2
3.Please disclose if any material contracts are set to expire or are subject to renegotiation in
the near term, and if applicable, the effect this would have on the company. In this regard,
we note your indication that OPM contracts are typically awarded on seven-to-ten year
terms, resulting in relatively few contracts coming up for renewal over any given time
period, which can benefit incumbent providers. Revise to clarify the duration of OPM
contracts you have entered into and whether any material contracts are set to expire in the
near term. Make consistent revisions in your risk factors that address this risk, such as the
risk "We may be unable to retain existing university partners or attract new university
partners..." and "Our revenue is concentrated..."
Intellectual Property, page 3
4.We note your disclosure that intellectual property is integral to your business and that you
protect your intellectual property under applicable laws. Please revise to disclose the
duration and effects of any patents, trademarks, licenses, franchises, and/or concessions
held by the company, as applicable. Refer to Item 101(c)(1)(iii) of Regulation S-K.
5.Revise to elaborate upon the 2 platforms you highlight here to provide more information
about the principal features of the platforms, how they are used and any other material
information that would be useful to understand your business. Refer to Item 101(h)(4)(i)
of Regulation S-K.
Item 1A. Risk Factors
Risks Related to Our Securities, page 27
6.You provide risk factors associated with your CDIs and yet this registration statement is
registering your Common Stock.  Revise to explain how such risks are applicable to your
Common Stock or revise the references so that they refer to your Common Stock,
as applicable.
The Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain
disputes, page 30
7.We note that your forum selection provision identifies a state court located within the
State of Delaware as the exclusive forum for certain litigation, including any "derivative
action."  Please revise to disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act.

 FirstName LastNameEric Israel
 Comapany NameKeypath Education International, Inc.
 March 21, 2024 Page 3
 FirstName LastName
Eric Israel
Keypath Education International, Inc.
March 21, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics (Non-GAAP), page 32
8.Your non-GAAP measure labeled "contribution margin" appears to be "contribution profit
(loss)" as opposed to a "margin". It also appears that this non-GAAP measure is more akin
to a measure of GAAP gross profit or loss, and therefore appears that the measure should
be reconciled to gross profit even though that is not presented on the face of your
statement of operations. Please explain to us your consideration of relabeling and
reconciling to gross profit.
9.Please reconcile your non-GAAP measure Adjusted EBITDA to Net loss as presented in
your statement of operations. Refer to Question 103.02 of the Compliance & Disclosure
Interpretations on the use of Non-GAAP Financial Measures.
Critical accounting policies and estimates
Goodwill, page 48
10.Please provide information for investors to assess the probability of future goodwill
impairment charges. For example, please disclose whether your reporting unit is at risk of
failing the quantitative impairment test or that the fair value is substantially in excess of
carrying value and are not at risk of failing. If your reporting unit is at risk of failing, you
should disclose:

•the percentage by which fair value exceeded carrying value at the date of the most
recent test;

•a more detailed description of the methods and key assumptions used and how the
key assumptions were determined;

•a discussion of the degree of uncertainty associated with the assumptions; and

•a description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(b)(3) of Regulation S-K.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 48
11.Revise to quantify the amount of shares beneficially owned by Mr. Hoehn-Saric in the
appropriate column of the table, considering the acknowledgement of his beneficial
ownership in footnote (2).
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 62
12.Revise to elaborate upon the material terms of the Relationship Deed you have entered
into with SC Partners LP as general partner of AVI Mezz Co LP.

 FirstName LastNameEric Israel
 Comapany NameKeypath Education International, Inc.
 March 21, 2024 Page 4
 FirstName LastName
Eric Israel
Keypath Education International, Inc.
March 21, 2024
Page 4
General
13.We note that you are voluntarily registering your common stock under Section 12(g) of
the Securities Exchange Act of 1934. Please note that the Form 10 goes effective
automatically by lapse of time 60 days after the original filing date. If our comments are
not addressed within this 60-day time period, you should withdraw the Form 10 prior to
effectiveness and refile a new Form 10 including changes responsive to our comments. If
you choose not to withdraw, you will be subject to the reporting requirements under
Section 13(a) of the Securities Exchange Act of 1934. In addition, we will continue to
review your filing until all of our comments have been addressed.
14.We note you identified a material weakness in your internal control over financial
reporting. Accordingly, please revise where applicable to address what steps have been
completed in your remediation plan to date, including any completed control design and
testing procedures, what still remains to be completed, and revise to update your estimate
of the expected timing of your remediation plan. Ensure that your disclosure consistently
acknowledges this weakness, such as where you discuss the risk "We may not be able to
timely and effectively implement controls and procedures required by Section 404 of the
Sarbanes-Oxley Act..."

            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 Patrick Kuhn at 202-551-3308 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services