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Via EDGAR Submission

October 4, 2024

Mr. Eddie Kim and Ms. Christina Chalk

Office of Mergers and Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3628

Re: Thoughtworks Holding, Inc.

Schedule 13E-3 filed September 3, 2024

File No. 5-93398

Preliminary Information Statement filed September
3, 2024

File No. 1-40812

Filed by Thoughtworks Holding, Inc., et al.

Dear Mr. Kim and Ms. Chalk:

On behalf of Thoughtworks
Holding, Inc., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of
the Securities and Exchange Commission this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated September 27, 2024, with respect to the above-referenced Preliminary Information Statement on Schedule 14C and the Schedule
13E-3 filed on September 3, 2024. For the Staff’s convenience, the comments of the Staff are set forth in bold text below, and
the responses of the Company are set forth in plain text immediately following each comment. The Company is submitting, via EDGAR, an
amended Preliminary Information Statement on Schedule 14C (the “Amended Information Statement”) and Amendment No.
1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”), each containing changes made in response to the Staff’s
comments, as well as certain updated information.

Capitalized terms used, but
not defined herein, have the meanings assigned to such terms in the Amended Information Statement.

Schedule 13E-3; PREM14C filed September 3, 2024

General

 1. We note the Schedule 13D filed on August 7, 2024, by Turing Equity Co. II, LLP and Apax IX G.P. Co, Ltd. The box on the cover page
is checked to indicate that the filers previously filed a Schedule 13G and are filing a Schedule 13D under Rules 13d-1(e), 13d- 1(f) or
13d-1(g). Since Apax submitted proposals to acquire the Company as early as March 16, 2023, please advise in your response letter why
the Schedule 13D was not filed until August 2024.

Response:

Representatives of Turing EquityCo II
L.P. (“EquityCo II”) and Apax IX GP Co. Limited (“Apax IX GP”, together with EquityCo II, the “Apax
Reporting Persons”) have advised us that each of the Apax Reporting Persons did not have a Schedule 13D reporting obligation
with respect to the proposed acquisition until certain affiliates of the Apax Reporting Persons entered into the Rollover and Reinvestment
Agreements with each of the Management Rollover Stockholders on August 5, 2024.

In this regard, the referenced box on
the cover page (which indicates that an institutional or passive 13G filer has had a change of intent and is acting with a control purpose
or not in the ordinary course) was inadvertently checked in error. That is, prior to the filing of the Schedule 13D, the Apax Reporting
Persons satisfied their reporting obligation by filing an “exempt” Schedule 13G on February 14, 2022, pursuant to Rule 13d-1(d)
because the reported securities were held prior to the Company Common Stock’s registration under Section 12 of the Exchange Act
on September 14, 2021 (the “Registration”). See Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”)
101.01.

Importantly, an “exempt”
Schedule 13G filing does not include any certifications regarding a lack of control purpose or effect so that, for such filers, a change
of intent (i.e., to acting with a control purpose) does not trigger an amendment. In this regard, each of the Apax Reporting Persons
remained eligible to rely on Rule 13d-1(d) as long as (x) the amount of securities acquired, when added to all other acquisitions of securities
of the same class during the 12 months immediately preceding the most recent acquisition date, aggregates to no more than two percent
of such securities beneficially owned by the Apax Reporting Persons, See Section 13(d)(6)(B) of the Exchange Act, and (y) the Apax
Reporting Persons have not formed a “group,” under Rule 13d-5(b), after effectiveness of the Registration.

Pursuant to such Rollover and Reinvestment
Agreements entered into with certain affiliates of the Apax Reporting Persons on August 5, 2024, the Management Rollover Stockholders
agreed to exchange all or a certain portion of their shares of Company Common Stock for newly issued equity interests of Topco which will
be the indirect parent of the Surviving Corporation following the Merger, in lieu of the treatment of such shares of Company Common Stock
under the Merger Agreement. As a result, the Rollover Stockholders and the Apax Reporting Persons may have been deemed to constitute a
“group” under Rule 13d-5(b). Therefore, the Apax Reporting Persons timely filed an initial Schedule 13D on August 7,
2024, within five business days of the formation of such group. C&DI 101.03.

 2. Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require the Company to state whether it
believes that the Rule 13e-3 transaction is fair or unfair to “unaffiliated security holders,” as defined in Exchange Act
Rule 13e-3(a)(4). We note your disclosure in the introduction to Schedule 13E-3 and throughout the information statement that the Company
Board “determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests
of the Company and the Company’s stockholders, including the Unaffiliated Stockholders” (emphasis added). It appears
that the term “Unaffiliated Stockholders,” as defined on page 26 of the information statement, may include directors and officers
of the Company who are not otherwise affiliated with Topco, Parent, Merger Sub, the Significant Stockholder, the Apax Entities, and the
Management Rollover Stockholders, even though those individuals are considered affiliates of the Company under Rule 13e-3(a)(1). To the
extent the phrase “Unaffiliated Stockholders” applies to such persons, disclosure regarding the fairness determination of
the Company Board and other filing persons with respect to the phrase “Unaffiliated Stockholders” may not necessarily satisfy
Item 8 of Schedule 13E-3, and the disclosure must speak strictly to fairness of the Merger to unaffiliated security holders. Please revise
the introduction to Schedule 13E-3 and throughout the information statement to articulate whether the filing persons believe that the
Merger is fair to unaffiliated security holders, or advise. In addition, to the extent you continue to use defined terms, please include
their definition where first used in the information statement.

Response:

The Company acknowledges the Staff’s comment and has added the
following language on pages 2 and 3 of the Amended Information Statement under the heading “Certain Defined Terms”
(and clarifying disclosure in the Amended Schedule 13E-3 to reference the use of the applicable defined terms in the Amended Information
Statement), to clarify the meaning and use of the terms “unaffiliated security holders” and “Unaffiliated Stockholders”:

“unaffiliated security holders” has the
meaning assigned to such term under Rule 13e-3(a)(4). Under SEC rules the Apax Entities, the Company and the Designated Executives are
required to express their beliefs as to the fairness of the Merger to “unaffiliated security holders” (as defined by Rule
13e-3(a)(4)) in this Information Statement, and the term is utilized herein solely in those instances. See the sections entitled “The
Special Factors – Position of the Company in Connection with the Merger under SEC “Going Private” Rules” and
“The Special Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger under SEC
“Going Private” Rules” beginning on pages [●] and [●] respectively. For
purposes of SEC rules the term “unaffiliated security holders” excludes all directors and officers of the Company, even if
they are not Designated Executives or affiliated with the Apax Entities. For purposes of expressing their beliefs as to the fairness
of the Merger herein under SEC rules, the Company, the Apax Entities and the Designated Executives considered the Unaffiliated Stockholders
(as defined below) to be situated substantially similarly to, and include, the “unaffiliated security holders” (as defined
by Rule 13e-3(a)(4)).

    2

“Unaffiliated
Stockholders” means all stockholders of the Company other than (1) the Significant Company Stockholder; (2) Apax Partners,
its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates with respect to which
Apax Partners has the right to vote or direct the voting of Company Common Stock held by such portfolio companies and those members
of the Company Board who are employees of Apax Partners or one of its investment fund affiliates; and (3) any Company stockholder
that is a party to a written agreement requiring all or a portion of its shares of Company Common Stock to be transferred,
contributed or delivered to Parent or any of its affiliates in exchange for equity interests in Parent or any of its affiliates. The
“Unaffiliated Stockholders” concept was utilized by the Special Committee to guide its process and recommendations, and
was defined in the Merger Agreement as the foregoing for the purposes of making certain representations, warranties and covenants.
The term “Unaffiliated Stockholders” includes directors and officers of the Company who are neither Management Rollover
Stockholders nor affiliated with the Apax Entities.

We have made revisions throughout the
Amended Information Statement and Schedule 13E-3 to apply the terms consistent with the text above, and for the sake of clarity and simplicity
have limited the use of the term “unaffiliated security holders” to the sections entitled “The Special Factors –
Position of the Company in Connection with the Merger under SEC “Going Private” Rules” and “The Special
Factors – Position of the Apax Entities and Designated Executives in Connection with the Merger under SEC “Going Private”
Rules.”

 3. See comment above. We also note the use of the terms “Unaffiliated Stockholders” and “unaffiliated
security holders,” which seem to have different definitions, in the introduction to Schedule 13E-3 and throughout the information
statement, possibly interchangeably while, in other parts, only one of them is used without the other. In addition, on page 6 of the information
statement, you state the following: “In its evaluation of the fairness of the Transactions to the Unaffiliated Stockholders, the
Special Committee considered the fairness of the Transactions to the Company’s ‘unaffiliated security holders,’ as such
term is defined under Rule 13e-3 under the Exchange Act, that are also Unaffiliated Stockholders” (emphasis added). While
“unaffiliated security holders,” as defined under Rule 13e-3, may also be “Unaffiliated Stockholders,” the opposite
does not seem to be true. In this regard, to avoid confusion, please revise throughout the filings to clarify that the definitions of
the two terms are not identical and remove the implication that they are comprised of the same persons, and/or consider consolidating
the two terms for consistency.

Response:

We respectfully refer the Staff to our
response to Comment 2 above for changes we have made to address the use of the terms “Unaffiliated Stockholders” and “unaffiliated
security holders.” In addition, we deleted the sentence quoted in the Staff’s comment.

 4. We note your disclosure in Schedule 13E-3 that Item 12(d) is “[n]ot applicable.” In this
respect, please revise to disclose, to the extent not already discussed, whether or not any executive officer, director or affiliate of
the Company (or any person specified in Instruction C to the schedule) currently intends to sell in the merger subject securities owned
or held by that person. Refer to Item 1012(d) of Regulation M-A.

Response:

The Company respectfully advises the
Staff that it has revised the disclosure under Item 12(d) of the Amended Schedule 13E-3 in response to the Staff’s comment.

    3

 5. We note the first use of the term “TSR” on page 4, and the first use of the terms “Antitrust
Laws” and “FDI Laws” on page 7 of the information statement. Please define the terms or refer the shareholders to where
the definitions of such terms are located earlier in the filing.

Response:

The Company acknowledges the Staff’s
comment and has revised the disclosure to (1) change all “TSR” references to “total shareholder return” throughout
the Amended Information Statement and (2) define “Antitrust Laws” and “FDI Laws” on pages 1 and 2 of the Amended
Information Statement under the heading “Certain Defined Terms”.

Special Factors, page 16

 6. We note that a presentation by Lazard dated “June 4, 2024” is described as one of the attached
exhibits on page 39. However, no summary is provided under this section on page 21 as to Lazard’s presentation on that date. Please
revise to provide a reasonably detailed description of such presentation that satisfies the requirements of Item 1015 of Regulation M-A.

Response:

The Company acknowledges the Staff’s
comment and has added a disclosure on page 23 of the Amended Information Statement.

 7. We note the following disclosure on page 25 and similar disclosure throughout the information statement:
“The Lazard representatives then orally rendered Lazard’s opinion, which was subsequently confirmed by delivery of its written
opinion dated August 4, 2024, that, as of such date, based upon and subject to the assumptions, procedures, factors, qualifications and
limitations set forth in Lazard’s written opinion, the Per Share Price to be paid to holders of Company Common Stock that
is issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Holders) was fair, from a financial
point of view, to such holders of Company Common Stock” (emphasis added). We also note that, according to your disclosure
on page 6, “Excluded holders” comprise of “holders of Owned Company Shares or Dissenting Company Shares” and “any
direct or indirect securityholder, partner or member of Parent or Merger Sub as of the Effective Time.” Thus, it appears that “holders
of Company Common Stock” include certain affiliated security holders. Please address how any filing person relying on the Lazard
opinion was able to reach the fairness determination as to the unaffiliated security holders given that the fairness opinion addressed
fairness with respect to unaffiliated and certain affiliated security holders together, rather than all security holders unaffiliated
with the Company. See also comments above regarding the definitions of “Unaffiliated Stockholders” and “unaffiliated
security holders.”

Response:

The Company acknowledges the
Staff’s comment and has added the following defined term and disclosure to pages 2, 52 and 53 of the Amended Information
Statement, respectively:

“Excluded
Holders” means, collectively, (1) the holders of Dissenting Company Shares, (2) the holders of Owned Company Shares (as
defined below) and (3) any direct or indirect securityholder, partner or member of Parent or Merger Sub as of the Effective Time.
The term was used by Lazard (as defined below) in connection with the fairness opinion it delivered to the Special Committee.

***

For purposes of expressing its beliefs as
to the fairness of the Merger herein under SEC rules, the Company Board considered the Unaffiliated Stockholders (as such term is defined
on page [●] and used elsewhere in this Information Statement) to be situated substantially similarly to, and include, the “unaffiliated
security holders” (as such term is defined in Rule 13e-3(a)(4)). In addition, in considering the fact that the Special Committee
received an oral opinion rendered by Lazard, which was subsequently confirmed in writing by the delivery of Lazard’s opinion dated
as of the same date, to the effect that, as of Au