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    Keypath Education International, Inc.

    1933 North Meacham Road, Suite 310

    Schaumburg, IL 60173

April 4, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Kuhn, Adam Phippen, Jenna Hough, and Mara Ransom

Re: Keypath Education International, Inc.

Registration Statement on Form 10-12G

Filed February 26, 2024

File No. 000-56641

Dear Mr. Kuhn, Mr. Phippen, Ms. Hough, and Ms. Ransom:

On behalf of Keypath Education
International, Inc. (the “Company” or “we”), I am responding to the comments contained in the letter dated March
21, 2024 (the “Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
to the Company, relating to the Company’s Registration Statement on Form 10-12G filed on February 26, 2024 (the “Form 10”).
The Staff’s comments from the Letter are included below in bold type for convenience of reference, each of which is followed by
the Company’s response thereto.

In addition, the Company has
revised the Form 10 in response to the Staff’s comments and is concurrently with this letter publicly filing Amendment No. 1 to
the Form 10, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses
below correspond to page numbers in the Form 10, as so amended. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Form 10.

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.

Response:
In response to the Staff’s comment, the Company has revised the Form 10 to (a) remove references to the 40% to 60% contribution
margin and (b) include on page 32 a reconciliation of the Company’s contribution margin and contribution margin percentage for the
years ended June 30, 2023, 2022, and 2021 and for the six months ended December 31, 2023 and 2022 to its gross profit and gross profit
percentage, respectively, for the same periods.

Keypath Education International, Inc.

April 4, 2024

Page 2

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.

Response:
In response to the Staff’s comment, the Company respectfully submits that:

 ● The Company operates across a range of jurisdictions and has been central in introducing or significantly
expanding the postgraduate online program management (OPM) model in a number of those jurisdictions (for example, in Malaysia and Australia,
respectively, as discussed below). The Company has approximately 750 employees and has operations in Australia, the U.S., Malaysia
and Singapore and limited operations in the United Kingdom and Canada. See footnote 1 to the Form 10. The Company is categorized by Holon
IQ (a global data platform for the climate, education and healthcare markets) as one of 18 major OPMs worldwide, with OPMs referring to
companies that partner with universities to build, deliver and support technology-enabled online academic programs. Holon IQ uses analytics
to generate market intelligence in discreet economic sectors (including higher education) and tracks hundreds of OPMs around the world.

 o In Australia, the Company believes it leads the competitive, postgraduate OPM landscape by partnering
with 11 universities, which represents approximately 24% of the universities in Australia.

 o In Southeast Asia, the Company delivers online postgraduate higher education programs with three university
partners—Singapore Institute of Management in Singapore and Sunway University and HELP University in Malaysia. The Company believes
it is one of the first to offer the OPM postgraduate higher education model in these countries.

 o In the U.S., the Company delivers a diverse portfolio of healthcare-focused online higher education
programs, with a particular focus on complex healthcare programs with significant clinical experience requirements, and which address
key areas of need within the U.S. healthcare system, as further described below in this response.

Keypath Education International, Inc.

April 4, 2024

Page 3

 ● The Company partners with leading universities across our operations. The Company’s partners lead
in the provision of educational excellence, social mobility and inclusion, as well as in innovation. These qualities align with the Company’s
own goal of innovating to provide broader access to high quality online higher education, and in doing so, unlocking greatness in students
and the ability to contribute to addressing some significant societal challenges. Rankings held by our university partners include Melbourne
Business School (the #1 ranked MBA program in Australia according to the 2024 QS Global MBA Rankings, 2024), University of New South Wales
(the #19 ranked university in Australia according to the 2024 QS World University Rankings) and UTS (the #9 ranked university in Australia
and the #90 ranked university in the world according to the 2024 QS World University Rankings). In the U.S., the Company partners
with ranked schools according to U.S. News & World Report’s list of the 2024 Best Colleges, including: Florida State University
(#53 ranked National University and #23 ranked Public School), Baylor University (#93 ranked National University), Texas Women’s
University (#67 – ranked in Nursing), Elmhurst University (ranked #6 Regional Universities Midwest and #7 Top Performers on Social
Mobility), Ithaca College (ranked #13 Regional Universities North and #2 Most Innovative Schools) and St. Bonaventure (#17 ranked Regional
Universities North and #14 ranked Most Innovative Schools).

 ● The Company partners with universities in the U.S. to offer complex clinical programs that span several
Healthcare fields, including social work, counseling, speech language pathology, occupational therapy, pharmacy and multiple nursing programs,
including a Distance Accelerated Bachelor of Science in Nursing offered at eight partner schools. As an OPM offering these complex clinical
programs, the Company has built capabilities for sourcing and securing clinical experiences and has delivered over 24,000 clinical and
field placements. Accordingly, the Company has revised the Form 10 on page 1 to describe its Healthcare OPM offering as dynamic and to
remove the prior reference under the heading “Our Competitive Strengths” in the Form 10 to Keypath being “one of the
largest services providers for clinical and field placements.”

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...”

Response:
In connection with the preparation and filing of the Form 10, the Company reviewed Item 601(b)(10) of Regulation S-K under the Exchange
Act (“Regulation S-K”) and accompanying guidance and determined that the Company’s contracts with its university partners
are agreements that typically accompany the type of business conducted by the Company and its subsidiaries and were “made in the
ordinary course of business” as such phrase is used in Item 601(b)(10)(i) of Regulation S-K. Further, the Company believes that
its contracts with its university partners do not meet any of the criteria outlined in Item 601(b)(10)(ii) of Regulation S-K. In particular,
after extensive analysis, the Company concluded that its contracts with university partners do not meet the exception laid out in Item
601(b)(10)(ii)(B) of Regulation S-K because there is no single contract on which the Company’s business is heavily reliant, accounts
for a significant portion of the Company’s revenue, or whose termination would materially impact the Company’s business, even
though, as disclosed in the Form 10, the Company’s top ten university partners account for 65% of its revenue. Therefore, the Company
has concluded that it does not have any “material contracts” as defined in Item 601(b)(10) of Regulation S-K and, thus, has
no contracts that are responsive to the Staff’s comment.

Keypath Education International, Inc.

April 4, 2024

Page 4

Notwithstanding the
above, the Company acknowledges that, as part of the Company’s usual business cycle, it has contracts with university partners that
are currently set to expire or are subject to renegotiation in the near term, which will continue to be the case on an ongoing basis.
The Company manages the expiration and renegotiation of contracts with its university partners in the ordinary course of business, either
by renewing contracts with its existing university partners or by replacing those partners that elect not to renew their agreements with
additional university partners. New additional university partners may also be engaged as part of the Company’s ongoing business
development efforts, regardless of the status of the Company’s relationships and contractual agreements with its existing university
partners. Accordingly, in response to the Staff’s comment, the Company has revised its risk factor appearing on page 10 of the
Form 10 under the heading “We may be unable to retain existing university partners or attract new university partners, which would
have an adverse impact on our growth strategy and prospects.” The revised risk factor includes a further description of the risk
that are associated with the potential loss of the Company’s university partners when a contract is set to expire or is to be renewed
or renegotiated.

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.

Response:
In response to the Staff’s comment, the Company has revised its intellectual property disclosure included in the Form 10, beginning
on page 3, to disclose the duration and effects of our trademarks and provide additional information concerning its licensed-in technology.

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.

Response:
In response to the Staff’s comment, the Company has revised its disclosure to provide additional information concerning its two
platforms—KeypathEDGE and the Keypath Healthcare platform—in the Form 10 on page 3 in “Item 1—Business—Intellectual
Property—KeypathEDGE” and “Item 1—Business—Healthcare platform.”

 Keypath Education International, Inc.

April 4, 2024

Page 5

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.

Response:
In response to the Staff’s comment, the Company has included a cross-reference to the “Explanatory Note” at the end
of the Risk Factors Summary to ensure that readers of the Form 10, including the risk factors included therein, refer to the disclosure
in the “Explanatory Note” that describes the relationship between the CDIs and our Common Stock. In addition, throughout the
“Risk Factors” section in Item 1A of the Form 10, we have included additional references to the CDIs and/or the Common Stock
to further clarify the application of the risk factors thereto and included references to the Company’s “securities”
where appropriate.

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.

Response:
In response to the Staff’s comment, the Company has revised its risk factor appearing on page 30 of the Form 10 under the heading
“The Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal court for
the District of Delaware) will be the sole and exclusive forum for certain disputes.” The revised risk factor clarifies, among other
things, that (i) pursuant to our Bylaws, if the Court of Chancery of the State of Delaware does not have jurisdiction over a matter, the
federal court for the District of Delaware will be the sole and exclusive forum for certain disputes and (ii) to the extent permitted
by law, the exclusive forum clause in the Company’s Bylaws could apply to actions of the type described in the Form 10 on page 30
that assert claims under U.S. federal securities laws, including the Securities Act and the Exchange Act.

 Keypath Education International, Inc.

April 4, 2024

Page 6

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.

Response:
In response to the Staff’s comment, the Company notes that it has consistently reported “contribution margin” in its
public disclosure in connection with its listing in Australia and believes that the meaning of the term is well understood to have the
meaning set forth in the Form 10 and that the term as used by the Company is consistent with the use of the term by competitors of the
Company. Further, the Company has now clarified its use of the term by including not only “contribution margin” (a dollar
amount) but also “contribution margin percentage.” Additionally, the Company has revised its disclosure concerning its non-GAAP
measures, beginning on page 32, and reconciled th