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 July 3, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Registration Statement on Form S-1
 Filed June 27, 2025
 File No. 333-288373
Dear Simon Allen:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed June 27, 2025
Recent Developments
Preliminary Estimated Operating Results for the Three Months Ended June 30,
2025, page 9

1. We note your proposed disclosure of preliminary estimated financial
results for the
 three months ended June 30, 2025, and the anticipated disclosure of a
low and
 high range for revenue, net income (loss), basic and diluted earnings
(loss) per share
 and Non-GAAP financial measures. Please provide the following:
 Revise your disclosures to provide context for the preliminary
revenue and net
 income (loss) estimates, including qualitative and quantitative
disclosure, by
 providing estimates for operating costs, expenses or other line
items that would
 balance your disclosure. Presenting only revenue and net income
(loss) in
 isolation may provide an incomplete picture of your preliminary
results;
 When including a range rather than a specific number, ensure the
range is
 sufficiently narrow to be meaningful. Explain how the ranges were
determined,
 July 3, 2025
Page 2

 including any management assumptions used. Additionally, clarify why
you are
 unable to disclose a specific number instead of a range; and
 Confirm your understanding that if the financial statements for
the three months
 ended June 30, 2025 become available prior to the effective date of
the
 registration statement, they must be included in your filing.
Non-GAAP Financial Measures, page 19

2. We note your revised disclosures to include the Non-GAAP financial
measures of
 Adjusted net income (loss) and Adjusted basic and diluted earnings
(loss) per share. In
 the reconciliation of Adjusted income (loss) on page 21, you have
excluded items
 categorized as Other. Footnote (g) identifies these items as
acquisition related stock-
 based incentive compensation expense, gain from a real estate sale,
foreign currency
 transaction impact and impact of earnings or charges resulting from
matters you do
 not consider indicative of your ongoing business. It appears that a
significant portion
 of the Other adjustment is attributed to earnings or charges
from matters not
 indicative of your ongoing business. Please provide a detailed
description of the
 specific nature and amounts of these earnings or charges for each
period.
 Additionally, explain how you determined the appropriateness of these
adjustments
 based on the guidance in Question 100.01 of the Division of Corporation
Finance
 Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
We note
 that in fiscal 2025, these adjustments account for $18.7 million of the
$20.0 million
 adjustment in Other."
Management, page 143

3. We note your response to our prior comment 4. Please further revise your
disclosure
 to fully describe the management rights that Platinum has pursuant to
the Investor
 Rights Agreement and Certificate of Incorporation. In this regard, and
without
 limitation, we note that Platinum has the right to appoint the chairman
of your board;
 committees must include a Platinum director; and upon request your
subsidiaries must
 also appoint Platinum directors.
Certain Relationships and Related Person Transactions
Agreements to Be Entered into in Connection with this Offering
Investor Rights Agreement, page 168

4. Please expand your disclosure to more fully describe the provisions of
the Investor
 Rights Agreement filed as Exhibit 4.4. For instance, and without
limitation, we note
 provisions that appear to grant Platinum consent rights with respect to
third-party
 registration rights (Section 2.11); limit the Company's ability to
undertake certain
 corporate actions (Section 2.12); grant Platinum access and information
rights
 (Section 3.4); and create indemnification obligations (Section 2.10,
Article VI).
 Include risk factor disclosure as appropriate.
Exhibits

5. We note the form of opinion filed as Exhibit 5.1 states that "the
Additional Shares will
 have been duly authorized and will be validly issued, fully paid and
non-assessable."
 Please file a final opinion, and request counsel to state therein that
such shares have
 July 3, 2025
Page 3

 been duly authorized and are validly issued, fully paid, and
non-assessable. If the
 timing of the stock split and/or conversion affects counsel's ability to
deliver such an
 opinion, alternatively request that the Additional Shares be covered on
a "when-
 issued" basis.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Charles Eastman at 202-551-3794 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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