SecProbe.io

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 1
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 CORRESP

 Clearwater Analytics Holdings, Inc.
 777 W. Main Street Suite
900 Boise, ID 83702
 March 10, 2025 VIA EDGAR
 Securities and Exchange Commission Division of
Corporate Finance Office of Technology 100 F Street, NE
 Washington, D.C. 20549

 Attention:

 Mitchell Austin Jan Woo

   

 Re:

 Clearwater Analytics Holdings, Inc.
 Registration Statement on Form S-4
 File No. 333-284816
 Ladies and Gentlemen: Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Clearwater Analytics Holdings, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern
Time, on March 12, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.
 Please contact Ross M. Leff of Kirkland & Ellis LLP at (212) 446-4947 or Christie W.S. Mok of
Kirkland & Ellis LLP at (212) 390-4546 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,
 Clearwater Analytics Holdings, Inc.

 /s/ Alphonse Valbrune

 Alphonse Valbrune

 Chief Legal Officer

 cc:

 Sandeep Sahai Clearwater Analytics
Holdings, Inc.

 Constantine N. Skarvelis Marshall P.
Shaffer Ross M. Leff Christie W.S. Mok
 Kirkland & Ellis LLP

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 601 Lexington Avenue

New York, NY 10022

 United
States

 +1 212 446 4800

 www.kirkland.com

Facsimile:
+1 212 446 4900

 March 6, 2025

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, NE

 Washington, D.C. 20549

Attn:
 Mitchell Austin

Jan Woo

Re:
 Clearwater Analytics Holdings, Inc.

Registration Statement on Form S-4

Filed February 11, 2025

File No. 333-284816

Ladies and Gentlemen:

 This letter sets forth
the response of Clearwater Analytics Holdings, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in your letter dated February 24, 2025, with respect to the above referenced Registration Statement on Form S-4 (File No. 333-284816) filed by the Company with the Commission on
February 11, 2025 (the “Registration Statement”).

 The text of the Staff’s comments has been included in this letter
for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response immediately below the numbered comments.

In addition, the Registration Statement has been revised in response to the Staff’s comments, and Amendment No. 1 to the
Registration Statement (the “Amended Registration Statement”), which is being concurrently filed with the submission of this letter, reflects these revisions and certain other updated information.

Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh
Salt Lake City Shanghai Washington, D.C.

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 March 6,
2025

 Page 2

 Registration Statement on Form S-4

General

1.
 Please revise the summary, risk factors or elsewhere in the forepart of the registration statement to
clarify:

•

 whether the Final Parent Stock Price will be known before the Election Deadline;

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 4 of the Amended Registration Statement to clarify that the Final Parent Stock Price will only be known shortly after the Election Deadline.

•

 whether Enfusion has the right to terminate the transaction if Clearwater’s common stock price falls
below a certain price (i.e., walk-away rights) and, if so, Enfusion’s intention regarding resolicitation if walk-away rights are triggered and a discussion of the Enfusion board’s fiduciary duties to its shareholders with respect to such
decision, including the factors the board will consider in deciding whether to exercise its walk-away rights;

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 31 of the Amended
Registration Statement to clarify that Enfusion does not have any walk-away or other rights to terminate the Transaction solely based on any decline in Clearwater’s common stock price.

•

 an illustrative table using a reasonable range of prices of Clearwater’s common stock with columns
indicating the respective exchange ratios and other relevant information;

 Response: In response to
the Staff’s comment, the Company has revised the disclosure on pages 18 and 19 of the Amended Registration Statement to include an illustrative table using a reasonable range of assumed share prices of Clearwater’s common stock and showing
the impact of changes in such share prices on the Merger Consideration to be received by Enfusion Stockholders.

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 March 6,
2025

 Page 3

•

 if material, the volatility of Clearwater’s common stock over a recent historical period and any risks
relating to the volatility;

 Response: The Company respectfully submits that the volatility of
Clearwater’s common stock over the recent historical period has not been significant.

•

 the time period anticipated between the vote and closing; and

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 4 and 19 of the Amended Draft
Registration Statement to clarify the time period anticipated between the vote and closing.

•

 how the 10% collar is calculated.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 18 and 57 of the Amended
Registration Statement to clarify how the 10% collar is calculated.

2.
 It appears that Enfusion stockholders will not make their cash/stock election at the same time as their
vote. Please advise us of the applicability of the tender offer rules to the cash election.

 Response:
The Issuer respectfully submits that the provision in the Merger Agreement (defined below) that provides Enfusion stockholders the option to elect to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per
Share Cash Consideration as Merger Consideration for the Transactions (the “cash/stock election”) does not give rise to a tender offer within the meaning of Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Issuer is neither soliciting tenders of shares of Enfusion Class A common stock, nor is it offering to purchase those shares. Rather, the
cash/stock election feature in the Transactions is consistent with the election features described in “Situation B” of the Staff’s Interpretations Concerning the Application of Registration Requirements to Certain Tender Offers and
the Application of Tender Offer Provisions to Certain Cash-Option Mergers, Release No. 34-14699, dated April 24, 1978 (the “Release”). In the Release, the Staff explained that under the
circumstances described in “Situation B” it would not require a tender offer filing so long as the election occurs during the same time period that stockholders are voting on the merger proposal.

 Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

March 6, 2025

Page 4

 As described more fully below, the period for Enfusion stockholders to make a cash election
is expected to run concurrently with the solicitation of proxies on the Enfusion merger and terminate immediately prior to the Enfusion Special Meeting. The election form will be delivered concurrently with copies of the proxy statement/prospectus
to Enfusion stockholders. As such, Enfusion stockholders may consider the election as part of their investment decision to vote for or against the proposal to adopt the Merger Agreement, and the material risks involved in the election procedure will
have been disclosed to Enfusion stockholders in the proxy statement/prospectus.

 The Agreement and Plan of Merger dated as of
January 10, 2025 (the “Merger Agreement”) provides that the Election Deadline will be a date prior to the closing of the transactions to be mutually agreed to by the Company and Enfusion. The parties have mutually agreed that the
Election Deadline will be the close of business on the date that is one business day prior to the Enfusion Special Meeting, and the Company has revised the disclosure on page 4 of the Amended Registration Statement to disclose such Election
Deadline. The Merger Agreement originally allowed the Election Deadline to occur on a to-be-determined date prior to the Effective Time to be mutually agreed upon by Clearwater and Enfusion because the parties wanted the Enfusion stockholders to
make an election close in time to the Effective Date of the Transactions and recognized that the Effective Date may be delayed due to the time needed to obtain regulatory approvals. However, the only required regulatory or antitrust approval at
issue was the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). On February 24, 2025, the waiting period under the HSR Act expired, and in
light of such expiration, the Issuer expects that the election of Enfusion stockholders will occur substantially contemporaneously with the vote of the Enfusion stockholders, consistent with the fact pattern in “Situation B” described in
the Release. Closing of the Transactions is expected to occur two business days after the approval of the Transactions by the Enfusion stockholders. The parties intend that the Election Deadline occur one business day immediately prior to the
Enfusion stockholder vote, and the Company has revised the disclosure on page 4 of the Amended Registration Statement to disclose this intention.

Should there be an unexpected regulatory or other delay causing the Election Deadline to fall on a date after the date of the Enfusion Special
Meeting, the Company believes any such delay would be short, and that in all events the application of the SEC’s tender offer rules to the election process would be unwarranted and not provide any new or relevant disclosure for Enfusion
stockholders. We also note that in a series of no-action letters issued subsequent to the Release, the Staff expanded the scope of its position on tender offers beyond “Situation B” and permitted the
election process to be conducted after the shareholder vote on the related merger without requiring compliance with the SEC’s tender offer rules. See United

 Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

March 6, 2025

Page 5

Virginia Bankshares, Inc. (available March 21, 1983); Chemical New York Corporation (available May 4, 1987); Fidelcor, Inc. (available June 27, 1983); Dauphin Deposit Corporation
(available February 7, 1983); The Kansas Power and Light Company (available February 13, 1991); and Entergy Corporation (available November 13, 1992). Moreover, the situation in which the Staff expressed concern in prior no-action letters (where a significant amount of time was expected to pass between a vote on the merger transaction and the cash Election Deadline) is not expected to occur in the circumstances at hand. Therefore,
we believe this situation falls squarely within “Situation B” and the line of no-action letters issued after the Release allowing for such cash election provisions without compliance with the
SEC’s tender offer rules.

3.
 In order to better inform Enfusion stockholders on the value of the stock consideration as part of their
decision on how much stock versus cash to elect, please consider providing these stockholders with a means of viewing the 10-Day Average Clearwater Common Stock VWAP for each day from the date of mailing
through the Election Deadline.

 Response: In response to the Staff’s comment, the Company
advises the Staff that, for each day from the date of mailing through the Election Deadline, the Company will make available on its website the 10-Day Average Clearwater Common Stock VWAP for the ten-trading
day period ending on (and including) the trading day preceding the date on which the Enfusion stockholders access this information. Additionally, Enfusion stockholders will be able to obtain the daily 10-Day Average Clearwater Common Stock VWAP
during that period through contacting Enfusion’s proxy solicitor, Innisfree. The Company further advises the Staff that it has revised the disclosure on pages 3, 18, 28, and 57 of the Amended Registration Statement to inform Enfusion
stockholders of the means to access this information.

 Exhibits

4.
 The exhibit index indicates that the Kirkland & Ellis tax opinion will be filed. Please also
file the Dechert tax opinion or advise.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on page II-2 of the Amended Registration Statement and filed copies of the Kirkland & Ellis tax opinion and Dechert tax opinion with the Amended Registration
Statement.

 * * *

 Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

March 6, 2025

Page 6

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related
to this letter, please contact Ross M. Leff at (212) 446-4947 of Kirkland & Ellis LLP.

Sincerely,

 /s/ Ross M. Leff

Ross M. Leff

 Via Email:

cc:
 Sandeep Sahai

Alphonse Valbrune

 Clearwater
Analytics Holdings, Inc.

 Constantine N. Skarvelis

Marshall P. Shaffer

 Christie
W.S. Mok

 Kirkland & Ellis LLP

Mark E. Thierfelder

 Eric S.
Siegel

 Michael S. Darby

Sarah Kupferman

 Dechert LLP

 Gregg L. Katz

 Joshua
M. Zachariah

 James Ding

Goodwin Procter LLP

February 24, 2025
Sandeep Sahai
Chief Executive Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID
Re:Clearwater Analytics Holdings, Inc.
Registration Statement on Form S-4
Filed February 11, 2025
File No. 333-284816
Dear Sandeep Sahai:
            We have conducted a limited review of 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.
Registration Statement on Form S-4
General
Please revise the summary, risk factors or elsewhere in the forepart of the registration
statement to clarify:

•whether the Final Parent Stock Price will be known before the Election Deadline;
•whether Enfusion has the right to terminate the transaction if Clearwater's
common stock price falls below a certain price (i.e., walk-away rights) and, if so,
Enfusion's intention regarding resolicitation if walk-away rights are triggered and
a discussion of the Enfusion board's fiduciary duties to its shareholders with
respect to such decision, including the factors the board will consider in deciding
whether to exercise its walk-away rights;1.

February 24, 2025
Page 2
•an illustrative table using a reasonable range of prices of Clearwater's common
stock with columns indicating the respective exchange ratios and other relevant
information;
•if material, the volatility of Clearwater's common stock over a recent historical
period and any risks relating to the volatility;
•the time period anticipated between the vote and closing; and
•how the 10% collar is calculated.
2.It appears that Enfusion stockholders will not make their cash/stock election at the
same time as their vote. Please advise us of the applicability of the tender offer rules
to the cash election.
3.In order to better inform Enfusion stockholders on the value of the stock consideration
as part of their decision on how much stock versus cash to elect, please consider
providing these stockholders with a means of viewing the 10-Day Average Clearwater
Common Stock VWAP for each day from the date of mailing through the Election
Deadline.
Exhibits
4.The exhibit index indicates that the Kirkland & Ellis tax opinion will be filed. Please
also file the Dechert tax opinion or advise.
            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 Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ross Leff

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 September 21, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
 Rebekah Lindsey

 Kathleen Collins

 Edwin Kim

 Jan Woo

Re:
 Clearwater Analytics Holdings, Inc.

 Registration Statement on Form S-1 (File No. 333-259155)

 Request for Acceleration of Effective Date

Ladies and Gentlemen:

 In connection with the
above-captioned Registration Statement and offering, we, the representatives of the underwriters (the “Representatives”), wish to advise you that, pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933,
as amended (the “Securities Act”), the underwriters have distributed as many copies of the Preliminary Prospectus, dated September 21, 2021, to underwriters, dealers, institutions and others, who are reasonably anticipated to
participate in the distribution of the securities, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We, the undersigned Representatives, have complied and will comply, and have been informed by the participating underwriters that they have
complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the registrant that the effectiveness of the
above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m., Washington, D.C. time, on September 23, 2021, or at such later time as the registrant or its counsel may orally request via telephone call to the staff of the Division
of Corporation Finance of the Securities and Exchange Commission.

 [Remainder of Page Intentionally Left Blank]

Very truly yours,

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

 MORGAN STANLEY & CO. LLC

As Representatives of the Several Underwriters

GOLDMAN SACHS & CO. LLC

By:

/s/ Will Connolly

Name: Will Connolly

Title:   MD TMT ECM, Partner

J.P. MORGAN SECURITIES LLC

By:

/s/ Alex Smigelski

Name: Alex Smigelski

Title:   Vice President

MORGAN STANLEY & CO. LLC

By:

/s/ Mitzi M. Madrid Diaz

Name: Mitzi M. Madrid Diaz

Title:   Vice President

 [Signature Page to Acceleration Request]

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 Clearwater Analytics Holdings, Inc.

777 W. Main Street

 Suite
900

 Boise, ID 83702

(208) 918-2400

September 21, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Rebekah Lindsey, Kathleen Collins, Edwin Kim, and Jan Woo

Re:

Clearwater Analytics Holdings, Inc.

Registration Statement on Form S-1

Filed August 30, 2021

File No. 333- 259155

 Ladies and Gentlemen:

Clearwater Analytics Holdings, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-259155, as amended, to 4:00 p.m., Eastern Time, on September 23, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as
they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request for acceleration of effectiveness, the Company hereby further acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact Ross M. Leff of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4947, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Alphonse Valbrune

Alphonse Valbrune

Chief Legal Officer

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 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

September 20, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention: Rebekah Lindsey, Kathleen Collins, Edwin Kim, and Jan Woo

Re:
 Clearwater Analytics Holdings, Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed September 14, 2021

 File No. 333-259155

On behalf of our client, Clearwater Analytics Holdings, Inc. (the “Company”), we set forth below the Company’s responses
to the letter, dated September 17, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to
the above referenced Amendment No. 2 to Registration Statement on Form S-1 filed by the Company on September 14, 2021 (as amended, the “Registration Statement”).

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered
the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is publicly filing Amendment
No. 3 to the Registration Statement on Form S-1 concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s
responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1

Capitalization, page 65

1.
 Staff’s comment: You disclose that your capitalization table sets forth your cash and cash
equivalents and capitalization on an actual basis, on a pro forma basis to give effect to the transactions and on a

Beijing  Boston  Chicago  Dallas  Hong Kong  Houston  London
Los Angeles  Munich  Palo Alto  Paris  San Francisco  Shanghai  Washington, D.C.

  Page
 2

pro forma as adjusted basis to further reflect the offering and use of proceeds. However, you only present actual and pro forma as adjusted. To the extent you do not intend to show a pro forma
column, please revise the introductory bullet points accordingly. Further, please tell us why your total pro forma as adjusted capitalization does not equal its components of debt and stockholders’ equity.

Response: The Company acknowledges the Staff’s comment and has revised the introductory paragraphs to conform the disclosure
on page 65 of the Registration Statement. The total pro forma capitalization includes non-controlling interest in addition to the components of debt and equity. We have revised the capitalization disclosure to
clarify the composition of capitalization.

 Unaudited Pro Forma Consolidated Financial Information, page 69

2.
 Staff’s comment: Please revise to ensure that all adjustments contain a reference to the
relevant footnote. For example, you reflect an offering adjustment to retained deficit that is not footnoted or explained, which appears to be related to your debt repayment. Also, the $30 million par value for stock issued in the offering does
not have a related footnote explaining the assumptions involved. Refer to Item 11-02(a)(8) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 and 73 of the Registration
Statement to include reference to relevant footnotes.

3.
 Staff’s comment: Note (d) indicates that you have not reflected any loss from debt
extinguishment in your pro forma income statement. Please revise to include an adjustment for such expense, reflected as if the debt was extinguished at the beginning of the earliest period presented, and indicate in your footnote that such expense
is non-recurring. Alternatively, tell us why this adjustment is not necessary. Refer to Item 11-02(a)(11) of Regulation S-X.

 Response: The Company acknowledges the Staff’s comment and has updated the disclosure in note
(b) in the Notes to unaudited pro forma consolidated statements of operations to reflect the amount of the loss as if the debt was extinguished at the beginning of the earliest period presented and the fact that the amount is non-recurring on page 77 of the Registration Statement, consistent with Item 11-02(a)(11) of Regulation S-X. Consistent with guidance
from SEC financial reporting manual item 3230.4, item 1, we have not included the amount in the pro forma income statement as the amount is non-recurring.

4.
 Staff’s comment: Please revise to present pro forma earnings per share as if the shares had
been outstanding as of the beginning of the earliest period presented. Refer to Article 11-02(a)(9) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 24, 75, 76, 78 and 79 of the
Registration Statement.

  Page
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 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

Sincerely,

 /s/ Joshua N. Korff

Joshua N. Korff

cc:
 Alphonse Valbrune

Clearwater Analytics Holdings, Inc.

Ross Leff

 Aslam Rawoof

 Kirkland & Ellis LLP

Ryan J. Dzierniejko

 Michael J.
Zeidel

 Richard L. Oliver

Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
September 17, 2021
Alphonse Valbrune
Chief Legal Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID 83702
Re:Clearwater Analytics Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 14, 2021
File No. 333-259155
Dear Mr. Valbrune:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 65
1.You disclose that your capitalization table sets forth your cash and cash equivalents and
capitalization on an actual basis, on a pro forma basis to give effect to the transactions and
on a pro forma as adjusted basis to further reflect the offering and use of proceeds.
However, you only present actual and pro forma as adjusted.  To the extent you do not
intend to show a pro forma column, please revise the introductory bullet points
accordingly.  Further, please tell us why your total pro forma as adjusted capitalization
does not equal its components of debt and stockholders' equity.

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 September 17, 2021 Page 2
 FirstName LastName
Alphonse Valbrune
Clearwater Analytics Holdings, Inc.
September 17, 2021
Page 2
Unaudited Pro Forma Consolidated Financial Information, page 69
2.Please revise to ensure that all adjustments contain a reference to the relevant footnote.
For example, you reflect an offering adjustment to retained deficit that is not footnoted or
explained, which appears to be related to your debt repayment.  Also, the $30 million par
value for stock issued in the offering does not have a related footnote explaining the
assumptions involved.  Refer to Item 11-02(a)(8) of Regulation S-X.
3.Note (d) indicates that you have not reflected any loss from debt extinguishment in your
pro forma income statement.  Please revise to include an adjustment for such expense,
reflected as if the debt was extinguished at the beginning of the earliest period presented,
and indicate in your footnote that such expense is non-recurring.  Alternatively, tell us
why this adjustment is not necessary.  Refer to Item 11-02(a)(11) of Regulation S-X.
4.Please revise to present pro forma earnings per share as if the shares had been outstanding
as of the beginning of the earliest period presented.  Refer to Article 11-02(a)(9) of
Regulation S-X.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua N. Korff, Esq.

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 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

September 14, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention: Rebekah Lindsey, Kathleen Collins, Edwin Kim, and Jan Woo

Re:
 Clearwater Analytics Holdings, Inc.

Registration Statement on Form S-1

Filed August 30, 2021

Amendment No. 1 to Registration Statement on Form S-1

Filed September 9, 2021

File No. 333-259155

On behalf of our client, Clearwater Analytics Holdings, Inc. (the “Company”), we set forth below the Company’s responses
to the letter, dated September 13, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to
the above referenced Registration Statement on Form S-1 filed by the Company on August 30, 2021 (as amended, the “Registration Statement”).

In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered
the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is publicly filing Amendment
No. 2 to the Registration Statement on Form S-1 concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s
responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Beijing    Boston    Chicago    Dallas     Hong Kong
    Houston     London     Los Angeles     Munich     Palo Alto     Paris     San Francisco
    Shanghai    Washington, D.C.

  Page
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 Form S-1 Filed on August 30, 2021

Unaudited Pro Forma Consolidated Financial Information, page 68

1.
 Staff’s comment: We note your discussion on page 127 regarding the changing of vesting terms
for certain of your options upon consummation of this offering. Please tell us whether you intend to record additional compensation expense for this modification and if so, revise to include a pro forma adjustment for such expense.

 Response: The Company acknowledges the Staff’s comment and refers the Staff to note (d) in the
Notes to unaudited pro forma consolidated statements of operations on page 77 of the Registration Statement.

2.
 Staff’s comment: We note from your disclosures on page 134 that following the consummation
of this offering, you will grant IPO RSUs to certain named executive officers. Please revise to include a discussion in the notes to the pro forma financial statements of the additional compensation expense that will be recognized in future periods
related to such awards.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure in note (e) in the Notes to unaudited pro forma consolidated statements of operations on page 77 of the Registration Statement.

Principal Stockholders, page 136

3.
 Staff’s comment: Please disclose the members of the committee who share investment and
voting decisions with respect to the shares held by Warburg Pincus.

 Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 141 of the Registration Statement.

 Consolidated Financial Statements of CWAN Holdings, LLC
and Subsidiaries

 Note 14—Subsequent Events, page F-31

4.
 Staff’s comment: Please include disclosure of the number of stock options granted subsequent
to June 30, 2021, the associated compensation expense, and the period over which it will be recognized. Refer to ASC
855-10-50-2.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page
F-31 of the Registration Statement.

  Page
 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

Sincerely,

 /s/ Joshua N. Korff

Joshua N. Korff

cc:
 Alphonse Valbrune

Clearwater Analytics Holdings, Inc.

Ross Leff

 Aslam Rawoof

Kirkland & Ellis LLP

Ryan J. Dzierniejko

 Michael J.
Zeidel

 Richard L. Oliver

Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
September 13, 2021
Alphonse Valbrune
Chief Legal Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID 83702
Re:Clearwater Analytics Holdings, Inc.
Registration Statement on Form S-1
Filed August 30, 2021
Amendment No. 1 to Registration Statement on Form S-1
Filed September 9, 2021
File No. 333-259155
Dear Mr. Valbrune:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-1 Filed on August 30, 2021
Unaudited Pro Forma Consolidated Financial Information, page 68
1.We note your discussion on page 127 regarding the changing of vesting terms for certain
of your options upon consummation of this offering.  Please tell us whether you intend to
record additional compensation expense for this modification and if so, revise to include a
pro forma adjustment for such expense.
2.We note from your disclosures on page 134 that following the consummation of this
offering, you will grant IPO RSUs to certain named executive officers.  Please revise to

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 September 13, 2021 Page 2
 FirstName LastName
Alphonse Valbrune
Clearwater Analytics Holdings, Inc.
September 13, 2021
Page 2
include a discussion in the notes to the pro forma financial statements of the additional
compensation expense that will be recognized in future periods related to such awards.
Principal Stockholders, page 136
3.Please disclose the members of the committee who share investment and voting decisions
with respect to the shares held by Warburg Pincus.
Consolidated Financial Statements of CWAN Holdings, LLC and Subsidiaries
Note 14 - Subsequent Events, page F-31
4.Please include disclosure of the number of stock options granted subsequent to June 30,
2021, the associated compensation expense, and the period over which it will be
recognized.  Refer to ASC 855-10-50-2.
            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.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua N. Korff, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 601 Lexington Avenue

New York, NY 10022

 United States

 +1 212 446 4800

www.kirkland.com

 August 30, 2021

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: Rebekah Lindsey, Kathleen
Collins, Edwin Kim, and Jan Woo

Re:
 Clearwater Analytics Holdings, Inc.

 Amendment No. 2 to Draft Registration Statement on
Form S-1

 Submitted August 13, 2021

 CIK 0001866368

On behalf of our client, Clearwater Analytics Holdings, Inc. (the “Company”), we set forth below the Company’s responses
to the letter, dated August 26, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the
above referenced Amendment No. 2 to Draft Registration Statement on Form S-1 confidentially submitted by the Company on August 13, 2021 (the “Draft Registration Statement”).

 In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have
numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered
comment.

 In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments and is publicly
filing the Registration Statement on Form S-1 (the “Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers
in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Draft Registration Statement on Form S-1

Description of Certain Indebtedness, page 144

1.
 Staff’s comment: Please file your New Credit Agreements for your
prospective $55 million term loan and $125 million revolving line of credit as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

Beijing    Boston    Chicago    Dallas    Hong
Kong    Houston    London    Los Angeles    Munich    Palo Alto    Paris    San
Francisco    Shanghai    Washington, D.C.

 Page 2

 Response: In response to the Staff’s comment, the Company advises the
Staff that it will file the form of New Credit Agreement to be executed following effectiveness of the Registration Statement as an exhibit to a future amendment to the Registration Statement.

Unaudited Pro Forma Consolidated Financial Information

Notes to unaudited pro forma consolidated statements of operations, page 74

2.
 Staff’s comment: We note that you have not included any pro forma adjustments related to the
Tax Receivable Agreement. Please include a quantified discussion, either in the introductory paragraphs or in the in the pro forma footnotes, of the potential payments due under the Tax Receivable Agreement assuming the exchange of all LLC
interests. Also, disclose the factors that may impact such amounts, such as the market price of your stock at the time of exchange, the prevailing federal tax rate and whether the company has generated taxable income to realize the benefits from
this Agreement.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure
on page 73 of the Registration Statement.

3.
 Staff’s comment: We note that your new credit agreement is still in negotiations. If the
terms of this debt remain subject to change, please revise your footnote to quantify the impact on your pro forma presentation of reasonably possible changes in the terms of the debt. Refer to
Article 11-02(a)(10) of Regulation S-X.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 75 of the Registration
Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 92

4.
 Staff’s comment: Please expand your discussion of the change in accounts receivable caused
by the aging of receivables due to changes in certain customer’s internal processes. In this regard, please discuss how these changes caused your accounts receivable to increase and whether the increase is expected to continue.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 93 of
the Registration Statement.

 Consolidated Financial Statements

Consolidated Statements of Members’ Deficit, page F-9

5.
 Staff’s comment: Please revise to include a Statement of Members’ Deficit for the
comparative interim period. Refer to Article 10-01(a)(7) of Regulation S-X.

 Page 3

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on page F-10 of the Registration Statement.

 We hope that the foregoing has been
responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.

Sincerely,

   /s/ Joshua N. Korff

Joshua N. Korff

cc:
 Alphonse Valbrune

Clearwater Analytics Holdings, Inc.

Ross Leff

 Aslam Rawoof

 Kirkland & Ellis LLP

Ryan J. Dzierniejko

 Michael J.
Zeidel

 Richard L. Oliver

Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
August 26, 2021
Alphonse Valbrune
Chief Legal Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID 83702
Re:Clearwater Analytics Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted August 13, 2021
CIK No. 0001866368
Dear Mr. Valbrune:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 6, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Description of Certain Indebtedness, page 144
1.Please file your New Credit Agreements for your prospective $55 million term loan and
$125 million revolving line of credit as exhibits pursuant to Item 601(b)(10) of Regulation
S-K.

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 August 26, 2021 Page 2
 FirstName LastName
Alphonse Valbrune
Clearwater Analytics Holdings, Inc.
August 26, 2021
Page 2
Unaudited Pro Forma Consolidated Financial Information
Notes to unaudited pro forma consolidated statements of operations, page 74
2.We note that you have not included any pro forma adjustments related to the Tax
Receivable Agreement.  Please include a quantified discussion, either in the introductory
paragraphs or in the in the pro forma footnotes, of the potential payments due under the
Tax Receivable Agreement assuming the exchange of all LLC interests.  Also,
disclose the factors that may impact such amounts, such as the market price of your stock
at the time of exchange, the prevailing federal tax rate and whether the company has
generated taxable income to realize the benefits from this Agreement.
3.We note that your new credit agreement is still in negotiations.  If the terms of this debt
remain subject to change, please revise your footnote to quantify the impact on your pro
forma presentation of reasonably possible changes in the terms of the debt.  Refer to
Article 11-02(a)(10) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 92
4.Please expand your discussion of the change in accounts receivable caused by the aging of
receivables due to changes in certain customer's internal processes.  In this regard, please
discuss how these changes caused your accounts receivable to increase and whether the
increase is expected to continue.
Consolidated Financial Statements
Consolidated Statements of Members' Deficit, page F-9
5.Please revise to include a Statement of Members' Deficit for the comparative interim
period.  Refer to Article 10-01(a)(7) of Regulation S-X.
            You may contact Rebekah Lindsey, Senior Staff Accountant at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney at (202) 551-3297 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua N. Korff, Esq.

United States securities and exchange commission logo
August 6, 2021
Alphonse Valbrune
Chief Legal Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID 83702
Re:Clearwater Analytics Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 22, 2021
CIK No. 0001866368
Dear Mr. Valbrune:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated July 13, 2021.
Amendment No. 1 to Draft Registration Statement on Form S-1
Organizational Structure, page 55
1.We note your response to prior comment 3 regarding your discretion to issue cash for
LLC Interests and corresponding Class B and Class C common stock, instead of
exchanging them for Class A and Class D common stock, respectively.  As noted in your
response letter, please clarify in your prospectus that you have "preserved this optionality
for strategic business and tax reasons, providing liquidity for certain holders of LLC
Interests."

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 August 6, 2021 Page 2
 FirstName LastName
Alphonse Valbrune
Clearwater Analytics Holdings, Inc.
August 6, 2021
Page 2
Management's Discussion and Analysis of Results of Operation and Financial Condition
Overview, page 70
2.Please revise your disclosure throughout the filing to present Net Income Margin and
Adjusted EBITDA Margin for all periods presented, including any quarterly periods
presented.
Consolidated Financial Statements
Note 14. Subsequent Events, page F-27
3.Refer to prior comment 22.  As requested, please disclose the estimated unrecognized
compensation expense associated with your equity awards issued subsequent to December
31, 2020, if material, and the periods over which it will be recognized or tell us why such
disclosure is not required.  Refer to ASC 855-10-50-2(b).
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua N. Korff, Esq.

United States securities and exchange commission logo
July 13, 2021
Alphonse Valbrune
Chief Legal Officer
Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, ID 83702
Re:Clearwater Analytics Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 10, 2021
CIK No. 0001866368
Dear Mr. Valbrune:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement
Prospectus Summary, page 1
1.To facilitate an understanding of the transactions, please prominently identify the
reorganization and related agreements as an "Up-C" transaction. This should also be stated
elsewhere in the prospectus where the transactions are discussed. In addition, please
expand your disclosure to explain the business or strategic rationale for why this particular
structure was selected, including any material ways in which the structure benefits the
company, Warburg Pincus, Welsh Carson, Permira, and other related parties. Conflicts of
interest related to such benefits should be discussed in the Risk Factors section.

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 July 13, 2021 Page 2
 FirstName LastNameAlphonse Valbrune
Clearwater Analytics Holdings, Inc.
July 13, 2021
Page 2
2.Please provide a separately captioned section to describe Principal Equity Owners, Other
Continuing Equity Owners, Continuing Equity Owners, Welsh Carson, Warburg Pincus,
and Permira, and the term “Triggering Event” and how it changes your corporate
governance upon occurrence.
Organizational Structure, page 52
3.We note that your Class B, Class C and Class D shares may eventually be converted into
Class A shares at the discretion of the stockholder, or into cash, at your election.  Please
clarify the cash payout ratio and describe the circumstances under which you would elect
to receive cash instead of issuing Class A shares or if there are any conditions to elect
cash.  To the extent your credit agreements would prohibit or limit your ability to pay
cash, please clarify.
4.Please briefly add a summary of the rights and privileges of the CWAN Holdings, LLC
Unit holders here in or in your Description of Capital Stock.
5.Please identify the permitted transferees to which your shareholders may transfer their
respective LLC Units and/or Class B, C and D common stock.
6.In your description of your Reorganization Transactions, please briefly quantify the one-
time management bonuses and vested option acceleration that occurred as part of the
November 2, 2020 reorganization.
Unaudited Pro Forma Consolidated Financial Information, page 62
7.We will review your pro forma financial information in detail once the information has
been provided in its entirety.  However, at a minimum, please revise to include a column
that reflects subtotals after the pro forma Transaction adjustments and prior to the pro
forma Offering adjustments.
Annualized Recurring Revenue
Key Operating Measures, page 71
8.Please explain to us, and revise to clarify, how you determined that calculating annualized
recurring revenue based on the recurring revenue in the last month of the period is
appropriate particularly considering the fact that your monthly fees vary based on the
market value of assets maintained on your platform.  Refer to SEC Release No. 33-10751.
9.Please explain further your inclusion of booked not billed revenue in the calculation
of annual contract value (ACV) used in determining gross revenue retention rates.  In this
regard, clarify whether the amount deducted from ACV for client attrition includes
amounts related to contracts included in booked not billed revenue that were terminated
during the 12-month period ending on the reporting date and revise your disclosures as
necessary.
10.You disclose that adding, retaining and expanding relationships with clients and

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 July 13, 2021 Page 3
 FirstName LastNameAlphonse Valbrune
Clearwater Analytics Holdings, Inc.
July 13, 2021
Page 3
fluctuations in the market value of assets on your platform are key factors affecting  your
performance.  Please tell us the information considered in managing your business or
evaluating your performance in these areas, such as total customers, or average or total
assets on your platform, and tell us how you considered the need to disclose such
information.
Non-GAAP Financial Measures, page 72
11.Where you present Adjusted EBITDA Margin, please revise throughout your filing to
present net income/(loss) margin with equal or greater prominence. Refer to Item
10(e)(1)(i) of Regulation S-K and Question 102.10 of the non-GAAP C&DIs.
Comparison of the Years Ended December 31, 2020 and 2019
Revenue, page 77
12.We note that your revenue is charged based on a percentage of the average daily value of
a client's assets on your platform.  To better illustrate the impact of changes in prices
on your revenue, please revise to disclose the average percentage charged for each
reported period, or the percentage change in these rates between periods. Refer to Item
303 of Regulation S-K.
Market Opportunity, page 90
13.You indicate that your addressable market is $10 billion, based on the total assets under
management (“AUM) of $158 trillion and your pricing based on AUM processed through
your platforms.  Please clarify how you determined your addressable market for your core
clients of $4.7 billion and market adjacent clients of $5.4 billion, as noted on page 91.
Our Clients, page 95
14.You reference that your growth plans include expanding into a “range of additional asset
owners, such as state and local governments, pension funds, sovereign wealth funds and a
variety of alternative asset managers.”  Please clarify whether your current solutions have
the capability to service these types of additional assets owners and, if so, whether you
derive material amounts of revenue from them.
Our Facilities, page 100
15.Please file any material lease agreements for your facilities, including your corporate
headquarters, or advise us why you are not substantially dependent upon them pursuant to
Item 601(b)(10) of Regulation S-K.
Management, page 102
16.You reference board designation rights on page 126 with respect to your pending
Stockholders’ Agreement.  Please clarify whether any of your existing board members
were designated or nominated under similar rights in prior Stockholders’ Agreements and

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 July 13, 2021 Page 4
 FirstName LastNameAlphonse Valbrune
Clearwater Analytics Holdings, Inc.
July 13, 2021
Page 4
which stockholders made the respective appointments.  Please clarify any new board
members or existing board members selected or ratified through the new Stockholders’
Agreement.
17.You indicate that you will be eligible for the closed company exemption for certain
corporate governance requirements.  Please clarify the specific exemptions that you will
avail yourself of as of the close of your IPO and after the transition period for newly listed
companies.
Principal Stockholders, page 118
18.While we note that the footnotes to your beneficial ownership table reference your
directors that are affiliated with your principal stockholders Permira and Warburg Pincus,
please disclose the natural person(s) that hold voting and/or investment power over the
shares beneficially owned by the affiliates of Permira and Warburg Pincus.
Certain Relationships and Related Transactions, page 120
19.Please revise this section to identify each of the related parties that are subject to the
related party agreements described.  We note you generally refer to “certain” individuals
and principal stockholders.
20.You reference providing services to Clearwater Advisors, an entity owned by one of
CWAN Holdings’ shareholders, on pages F-26 and F-27.  Please identify this shareholder
and clarify the relationship of this entity with Clearwater Analytics.
Consolidated Financial Statements
Note 5. Balance Sheet Components, page F-18
21.Please tell us the items comprising your unbilled accounts receivable balance. If the right
to payment for unbilled receivables is conditional on something other than the passage of
time, disclose the criteria, the timeframe in which you expect the right to consideration to
become unconditional and the timing of payment, if known.  Refer to ASC 606-10-50-9.
Note 14. Subsequent Events, page F-27
22.Please provide a breakdown of the 25.3 million options granted through June 10, 2021,
and for any other issuances through the date of your response, and include the fair value
of the underlying units used to value such grants.  If there were any
significant fluctuations in the fair values between grant dates, describe the factors that
contributed to these fluctuations, including any intervening events within the company
or changes in your valuation assumptions or methodologies.  Also, disclose the estimated
unrecognized compensation expense associated with your equity awards issued
subsequent to December 31, 2020, if material, and the periods over which it will be
recognized.  Refer to ASC 855-10-50-2.
Recent Sales of Unregistered Securities, page II-2

 FirstName LastNameAlphonse Valbrune
 Comapany NameClearwater Analytics Holdings, Inc.
 July 13, 2021 Page 5
 FirstName LastName
Alphonse Valbrune
Clearwater Analytics Holdings, Inc.
July 13, 2021
Page 5
23.You indicate that you do not disclose any recent sales of unregistered securities of
Clearwater Analytics Holdings, Inc., which is a currently a shell corporation.  Please
provide disclosure of sales of unregistered securities for CWAN Holdings, LLC its
subsidiaries from January 1, 2018.  We note that both Permira and Warburg Pincus made
substantial investments in 2020.
General
24.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joshua N. Korff, Esq.