SecProbe.io

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 September 25, 2025

Jennifer Hsu
Chief Financial Officer
Clear Secure, Inc.
85 10th Avenue, 9th Floor
New York, NY 10011

 Re: Clear Secure, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Response dated September 12, 2025
 File No. 001-40568
Dear Jennifer Hsu:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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 Clear Secure, Inc.
85 10 th Avenue, 9 th Floor
New York, New York 10011

 September 12, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Anastasia Kaluzienski
Robert Littlepage
Division of Corporation Finance
Office of Technology

 Re:
 Clear Secure, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40568

 Ladies and Gentlemen:

 Clear Secure, Inc., a Delaware
corporation (the “ Company ”), received the comment letter dated August 28, 2025 from the staff of the Division of Corporation
Finance (the “Staff”), and the following represents our response to the Staff’s comment. For your ease of reference,
we have included your original comment below in italicized bold font and have provided our response following the comment.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Financial Statements

 Consolidated Balance Sheet, page 67

 1.
 We note a related party exchanged 4,000,000 of their Alclear Units and corresponding shares of Class C Common Stock for shares of the Company’s Class A Common Stock, and the Company repurchased and retired the shares of Class A Common Stock. Please provide us a chronological summary of all such instances where Alclear Units along with the corresponding shares Class C Common Stock or Class D Common Stock were exchanged for shares of your Class A Common Stock or Class B Common Stock. Indicate if the issued Class A or Class B shares were repurchased and retired by the Company and if so, tell us if the repurchases were funded with cash raised in a public offering or private sale of Class A Common Stock. In the absence of a concurrent public offering or private sale of Class A Common Stock, tell us how the repurchases were made in accordance with the terms of the Exchange Agreement. Also, please tell us why you do not report the Alclear Units, Class C Common Stock and Class D Common Stock as temporary equity and explain to us your consideration of the guidance in ASC 480-10-S99-3A and specifically, example 2 of this guidance.

 The Company respectfully acknowledges the Staff’s
comment.

 Pursuant to the
exchange agreement (the “ Exchange Agreement ”) entered into on June 29, 2021 by and among the Company, Alclear Holdings,
LLC (“ Alclear ”) and the holders of common units of Alclear (“ Alclear Units ”), each holder of an
Alclear Unit may elect from time to time to exchange such Alclear Unit, together with a share of either Class C Common Stock or Class
D Common Stock (together with the Alclear Units, the “ Paired Interests ”) for, at the election of the Company, (i) a
share of Class A Common Stock or Class B Common Stock, respectively, or (ii) cash from a substantially concurrent public offering or private
sale of Class A Common Stock.

 To date, the Company has settled all exchanges of Paired Interests in shares
of Class A Common Stock or Class B Common Stock and has not elected to settle an exchange in cash. Because the number of exchanges since
the Company’s initial public offering in 2021 has exceeded 100, the Company respectfully advises the Staff that it is unable without
unreasonable efforts to provide a chronological summary of all instances in which Paired Interests have been exchanged for the shares
of Class A Common Stock or Class B Common Stock.

 Pursuant to the
Exchange Agreement, the Company’s option to settle an exchange of Paired Interests in either stock or cash is vested in the Board
of Directors of the Company (the “ Board ”), acting by a majority of the disinterested members of the Board or
a Board committee comprised solely of disinterested directors. Accordingly, the Company has the unconditional right to settle any exchange
of Paired Interests in Class A Common Stock or Class B Common Stock, and while the Company may settle future exchanges in cash, the Company
has both the present intent and ability to settle any exchange of Paired Interests in Class A Common Stock or Class B Common Stock of
the Company. To the extent the Company desires to elect to satisfy an exchange in cash, the Exchange Agreement requires the majority vote
of all disinterested directors of the Board or a committee comprised solely of disinterested directors, and the amount of cash available
for settlement would be limited to the proceeds generated from a substantially concurrent public
offering or private sale of Class A Common Stock . In addition, no holder of an Alclear Unit, Class C Common Stock or Class D Common
Stock has the right to force the Company to redeem its Alclear Unit, Class C Common Stock or Class D Common Stock for cash—solely
a right to request an exchange of Paired Interests for Class A Common Stock or Class B Common Stock, as applicable. Accordingly, the Company
has classified the Alclear Units, Class C Common Stock, and Class D Common Stock as permanent equity rather than temporary equity (see
further details below). Class A Common Stock and Class B Common Stock do not contain cash exchange or redemption rights.

 In reaching this conclusion, the Company considered
the guidance in ASC 480 , Distinguishing Liabilities from Equity , including ASC 480-10-S99-3A and specifically, example 2 to this
guidance which is not applicable to Alclear Units, Class Common Stock or Class D Common Stock. That is because the holders of Paired Interests
do not constitute a majority of the members of the Board of Directors, or the disinterested committee and therefore, they do not control
the decisions of the Board. Even if the holders of Paired Interests represent the majority of the members of the Board of Directors or
the disinterested committee, the classification of Alclear Units, Class C Common Stock, and Class D Common Stock as permanent equity would
remain appropriate because the terms of the Exchange Agreement limit the redemption of exchanged Paired Interests to the cash proceeds
to be received from a new permanent equity offering. This conclusion aligns with the Staff’s prior statements that permanent equity
classification is acceptable in circumstances where the issuer has an unconditional right, coupled with the present intent and ability,
to satisfy the redemption by exchanging the redeemable security for a permanent equity security (considering the requirements in ASC 815-40-25
to ensure that the issuer has the ability to settle in shares) or limiting the redemption to the cash proceeds to be received from a new
permanent equity offering, with appropriate disclosure.

 In addition, to ensure that it has the ability to settle
the exchanges of Paired Interests in its Class A Common Stock or Class B Common Stock, the Company assessed and ensured that it has since
the inception of the Exchange Agreement met, and continues to meet, the requirements in ASC 815-40-25 to classify the Alclear Units, Class
C Common Stock and Class D Common Stock in permanent equity.

 In the case of the specific related party transaction
cited in the first sentence of the Staff’s comment, the holder and the Company negotiated and entered into a bilateral agreement
pursuant to which the Company agreed to purchase from the holder 4,000,000 shares of Class A Common Stock at a discount to the then-prevailing
market price of the Class A Common Stock, using cash on hand. The repurchase of the Class A Common Stock was not pursuant to the terms
of the Exchange Agreement. Rather, it was a separately negotiated transaction between the holder and the Company, executed pursuant to
 the Company’s publicly disclosed stock repurchase program, initially approved by the Board
in 2022. The holder exchanged 4,000,000 of its Paired Interests in order to effectuate the repurchase transaction, which exchange the
Company elected to settle in shares of Class A Common Stock pursuant to the Exchange Agreement.

 If you have any questions regarding the response contained
in this letter, please do not hesitate to contact the undersigned at (646) 723-1404 or Brian M. Janson at Paul, Weiss, Rifkind, Wharton
& Garrison LLP at (212) 373-3588.

 Sincerely,

 /s/ Jennifer Hsu

 Jennifer Hsu
Chief Financial Officer

 cc:
 Lynn Haaland, General Counsel and Chief Privacy Officer

 Clear Secure, Inc.

 Brian M. Janson
David A.P. Marshall

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

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<TEXT>
 August 28, 2025

Jennifer Hsu
Chief Financial Officer
Clear Secure, Inc.
85 10th Avenue, 9th Floor
New York, NY 10011

 Re: Clear Secure, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-40568
Dear Jennifer Hsu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Financial Statements
Consolidated Balance Sheet, page 67

1. We note a related party exchanged 4,000,000 of their Alclear Units and
corresponding
 shares of Class C Common Stock for shares of the Company s Class A
Common
 Stock, and the Company repurchased and retired the shares of Class A
Common
 Stock. Please provide us a chronological summary of all such instances
where Alclear
 Units along with the corresponding shares Class C Common Stock or Class
D
 Common Stock were exchanged for shares of your Class A Common Stock or
Class B
 Common Stock. Indicate if the issued Class A or Class B shares were
repurchased and
 retired by the Company and if so, tell us if the repurchases were funded
with cash
 raised in a public offering or private sale of Class A Common Stock. In
the absence of
 a concurrent public offering or private sale of Class A Common Stock,
tell us how the
 repurchases were made in accordance with the terms of the Exchange
Agreement.
 Also, please tell us why you do not report the Alclear Units, Class C
Common Stock
 and Class D Common Stock as temporary equity and explain to us your
consideration
 of the guidance in ASC 480-10-S99-3A and specifically, example 2 of this
guidance.
 August 28, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage
at 202-
551-3361 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
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June 28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Matthew Derby

Jan Woo

Division of Corporation Finance

Office of Technology

Re: Clear Secure, Inc.

Registration Statement on
Form S-1 (File No. 333-256851)

Ladies and Gentlemen:

In connection with the above-captioned Registration
Statement, pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Act”), we wish to advise you that between
June 22, 2021 and the date hereof, approximately 5,879 copies of the Preliminary Prospectus, dated June 22, 2021, were distributed to
prospective underwriters, institutional investors, prospective dealers, individuals and others.

We have been informed by the participating underwriters
that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

In accordance with Rule 461 under the Act, we
hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated
to 3:00 p.m., Eastern Time, on June 29, 2021, or as soon thereafter as practicable, or at such other time as the registrant or its counsel
may request by telephone call to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission.

[Signature page follows]

Very truly yours,

    GOLDMAN SACHS & CO. LLC

    J.P. MORGAN SECURITIES LLC

    ALLEN & COMPANY LLC

    As Representatives of the Underwriters

    GOLDMAN SACHS & CO. LLC

    By:
    /s/ Lindsay
    Drucker Mann

    Name:
    Lindsay Drucker Mann

    Title:
    Managing Director, Goldman Sachs Investment Banking Division

    J.P. MORGAN SECURITIES LLC

    By:
    /s/
    Ilana Foni

    Name:
    Ilana Foni

    Title:
    Vice President

    ALLEN & COMPANY LLC

    By:
    /s/
    Peter DiIorio

    Name:
    Peter DiIorio

    Title:
    General Counsel

[Signature Page to Underwriters’
Acceleration Request Letter]

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CLEAR SECURE, INC.

65 East 55th Street

17th Floor

New York, New York 10022

June
28, 2021

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:       Matthew Derby

Jan Woo

Division of Corporation Finance

Office of Technology

Clear Secure, Inc.

Registration Statement on Form S-1 (File No. 333-256851)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”)
relating to the registration of 15,180,000 shares (including 1,980,000 shares to cover over-allotments) of the Class A common stock, par
value $0.00001 per share, of Clear Secure, Inc. (the “Company”) be accelerated to June 29, 2021 at 3:00 p.m. or as soon thereafter
as may be practicable, or at such other time as the Company or its outside counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP,
may orally request via telephone call that the S-1 be declared effective.

We understand that the Staff will consider this request
as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the S-1. If you have any questions regarding the foregoing, please contact Brian M. Janson of Paul, Weiss,
Rifkind, Wharton & Garrison LLP at (212) 373-3588.

*
                                      *
                                     *

  Very truly yours,

 By: /s/ Matthew Levine

  Name:Matthew Levine

  Title: General Counsel and Chief Privacy Officer

[Signature Page to Company Acceleration
Request]

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Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

June 25, 2021

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Derby

 Jan Woo

 Division of Corporation Finance

Office of Technology

 Re: Clear Secure, Inc.

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

Submitted June 23, 2021

CIK No. 0001856314

Ladies and Gentlemen:

On behalf of, and at
the request of, Clear Secure, Inc., a Delaware corporation (the “Company”), we hereby convey to the Staff of the Securities
and Exchange Commission (the “Staff”) the following as the Company’s response to the Staff’s letter dated
June 25, 2021:

Form S-1/A filed June 23, 2021

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 76

 1. We note on pages 12 and 65 that “prior to the reorganization transactions, Alclear will make a distribution to certain
CLEAR Pre-IPO Members for the purpose of funding their tax obligations for periods prior to the pricing of this offering”. Since
the pro forma adjustment includes an adjustment for corporate income taxes for the periods presented and it is not clear whether the adjustment
includes the distribution prior to the reorganization, please expand the disclosure in note (j) on page 79 to disclose the amounts to
be paid prior to the reorganization, if materially different from the pro forma adjustments for corporate tax accrual, or state that such
amounts are not materially different.

Securities and Exchange Commission

Division of Corporation Finance

June 25, 2021

Page 2

The Company respectfully advises the Staff that the
disclosure on pages 12 and 65 of the Registration Statement regarding the tax distribution to certain CLEAR Pre-IPO Members is being made
in the ordinary course of Alclear’s business and is required under the terms of the Alclear limited liability company operating
agreement that is in effect prior to the offering.  The tax distribution is not being paid with the proceeds of the offering and
is being made to all members of Alclear in respect of taxable income of Alclear allocated to such members with respect to Alclear’s
2020 fiscal year. The Company respectfully advises the Staff the amount of the distribution is immaterial, unrelated to the offering and
required in the ordinary course of business under Alclear’s pre-offering limited liability company operating agreement.  Such
distribution would be required regardless of the completion of the offering and is being made on Monday, June 28, 2021.

Because the distribution is in the ordinary course
of business, not contingent on the offering and not related to the offering, the distribution is not included as an adjustment in the
unaudited pro forma financial statements.  The Company respectfully advises the Staff that footnote (j) and the corporate tax accrual
is specific to the tax rate that the Company will be subject to following the offering as a corporation and unrelated to the pre-offering
tax distribution noted above.  Therefore, the Company respectfully advises the Staff that it believes that no disclosure changes
are necessary in the Registration Statement.

If you have any questions regarding the response
contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3588 or Patricia Vaz de Almeida at (212) 373-3367.

  Sincerely,

  /s/ Brian M. Janson

  Brian M. Janson

  cc:
  Matthew Levine

  Clear Secure, Inc.

  Patricia Vaz de Almeida

  Paul, Weiss, Rifkind, Wharton & Garrison LLP

  Catherine M. Clarkin

  Sullivan & Cromwell LLP

United States securities and exchange commission logo
June 25, 2021
Kenneth Cornick
Chief Financial Officer
Clear Secure, Inc.
65 East 55th Street, 17th Floor
New York, NY 10022
Re:Clear Secure, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 23, 2021
File No. 333-256851
Dear Mr. Cornick:
            We have reviewed your amended registration statement and have the following
comment.  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/A filed June 23, 2021
Unaudited Pro Forma Condensed Consolidated Financial Information, page 76
1.We note on pages 12 and 65 that "prior to the reorganization transactions, Alclear will
make a distribution to certain CLEAR Pre-IPO Members for the purpose of funding their
tax obligations for periods prior to the pricing of this offering".  Since the pro forma
adjustment includes an adjustment for corporate income taxes for the periods presented
and it is not clear whether the adjustment includes the distribution prior to the
reorganization, please expand the disclosure in note (j) on page 79 to disclose the amounts
to be paid prior to the reorganization, if materially different from the pro forma
adjustments for corporate tax accrual, or state that such amounts are not materially
different.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 June 25, 2021 Page 2
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
June 25, 2021
Page 2
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Janson

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Paul, Weiss, Rifkind, Wharton & Garrison
LLP

1285 Avenue of the Americas

New York, New York 10019-6064

June 22, 2021

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Derby

Jan Woo

Division of Corporation Finance

Office of Technology

 Re: Clear Secure, Inc.

Registration Statement on Form S-1

Submitted June 22, 2021

CIK No. 0001856314

Ladies and Gentlemen:

On behalf of Clear Secure, Inc.,
a Delaware corporation (the “Company”), we submit in electronic form the accompanying Amendment No. 1 (“Amendment
No. 1”) to the Registration Statement on Form S-1 of the Company (the “Registration Statement”),
together with Exhibits, marked to indicate changes from the Registration Statement which was filed with the Securities and Exchange Commission
(the “Commission”) on June 7, 2021.

Amendment No. 1 reflects
the responses of the Company to comments received in a letter from the Staff of the Commission (the “Staff”), dated
June 22, 2021 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments
in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1. For your convenience,
we have set forth below the Staff’s comments followed by the Company’s responses thereto. References in the responses to page numbers
are to the marked version of Amendment No. 1 and to the prospectus included therein.

Securities and Exchange Commission

Division of Corporation Finance

June 22, 2021

Page 2

The Company has asked us
to convey the following as its responses to the Staff:

Registration Statement on Form S-1

Dilution, page 74

 1. Please explain to us your rationale for assuming in your calculation of dilution that the CLEAR Post-IPO Members exchange all
of their Alclear Units and corresponding shares of your Class C common stock or Class D common stock, as applicable, for newly-issued
shares of your Class A common stock or Class B common stock, as applicable. Tell us how adjusting for the assumed exchanges
impacted the amount of dilution in net tangible book value per share to new investors.

The Company respectfully advises the Staff that the
Clear Post-IPO members are entitled at any time following the completion of the offering to hold a significant direct economic
interest in the Company by exchanging their Alclear Units and corresponding shares of Class C common stock or Class D
common stock, as applicable, for shares of Class A common stock or Class B common stock, as applicable.  Accordingly,
to present to new investors in the offering the potential dilutive impact of purchasing shares of the Company’s Class A
common stock in the offering, the Company believes it is more meaningful to assume the exchange of all outstanding Alclear Units
when presenting the dilution in pro forma net tangible book value per share before and after the offering. By making such
assumption, the Company is illustrating to new investors the maximum potential dilutive impact of purchasing shares of the
Company’s Class A common stock in the offering, rather than the minimum dilutive impact, which would have been the result
if such assumption was not made. As a result, as disclosed in connection with all per share calculations on page 74 of
Amendment No. 1, the Company gave effect to the assumed exchanges in making such calculations.  Adjusting for the assumed
exchange of the Clear Post-IPO Members’ Alclear Units noted above resulted in $3.39 of additional  dilution in pro
forma net tangible book value per share to new investors. With the assumption, the pro forma adjusted net tangible book value per
share after giving effect to the reorganization transactions and the offering is $3.51 per share and the dilution in pro forma
adjusted net tangible book value per share to new investors is $24.99. Without the assumption, the pro forma adjusted net tangible
book value per share after giving effect to the reorganization transactions and the offering would have been $6.90 per share and the
dilution in pro forma net tangible book value per share to new investors would be $21.60. The assumed exchange of the outstanding
Alclear Units and corresponding shares of Class C common stock or Class D common stock does not have an impact on the calculation of
net tangible book value ¾ the assumption only impacts net tangible book value per
share.

Furthermore,
the Company considered the estimated impact of the tax receivable agreement and whether the calculation of dilution in pro forma net
tangible book value per share to new investors should include or exclude the estimated impact of the tax receivable agreement.
As noted on page 74 of Amendment No. 1, the Company has excluded the impact of the tax receivable agreement from the dilution calculation
because it would increase the pro forma and pro forma adjusted net tangible book value since the tax benefits the Company expects to
derive from the tax receivable agreement will be in excess of the related liability for future payments by the Company to the CLEAR Post-IPO
Members, which liability will be 85% of the tax benefits.  The Company believes this presentation is more meaningful to investors
because it presents the dilution in a manner that shows the maximum dilutive impact of purchasing shares to new investors.  The
Company estimates that the deferred taxes related to the tax benefits the Company will realize (computed using simplifying assumptions
to address the impact of state and local taxes) will be approximately $663.0 million.  These tax benefits are the result of (i)
any increase in tax basis in Alclear’s assets resulting from (a) exchanges by the CLEAR Post-IPO Members (or their transferees
or other assignees) of Alclear Units (along with the corresponding shares of our Class C common stock or Class D common stock, as applicable)
for shares of our Class A common stock or Class B common stock, as applicable, and purchases of Alclear Units and corresponding shares
of Class C common stock or Class D common stock, as the case may be, from CLEAR Post-IPO Members (or their transferees or other assignees)
or (b) payments under the tax receivable agreement, and (ii) tax benefits related to imputed interest deemed arising as a result of payments
made under the tax receivable agreement.  The Company estimated the related liability to be approximately $563.5 million (85% of
$663.0 million).  The difference between the tax benefit and related liability of $99.5 million would increase the overall net tangible
book value and, as a result, the Company excluded such impact to show investors the maximum potential dilutive impact of purchasing
shares.

Unaudited Pro Forma Condensed Consolidated Financial Information

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 78

 2. Please revise the presentation of your pro forma balance sheet to present first, in a separate column following the historical
Alclear Holdings LLC balance sheet, the adjustments to give effect to the reorganization transactions and the tax receivable agreement.
This should be followed by a subtotal column to present the balance sheet of the registrant on a pro forma basis before the effects to
the offering and use of proceeds. Please similarly revise the presentation of your pro forma income statement. Refer to 11-02(b)(4) of
Regulation S-X.

In response to the Staff’s comment, the Company has
revised the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2021 and the Unaudited Pro Forma Condensed Consolidated
Statements of Operations for the three months ended March 31, 2021 and for the year ended December 31, 2020. Please see pages 78
- 82 of Amendment No. 1.

* *
                                                                                     *

Securities and Exchange Commission

Division of Corporation Finance

June 22, 2021

Page 3

If you have any questions regarding Amendment No. 1
or the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3588 or Patricia Vaz de Almeida
at (212) 373-3367.

 Sincerely,

  /s/ Brian M. Janson

  Brian M. Janson

cc: Matthew Levine

Clear Secure, Inc.

Patricia Vaz de Almeida

Paul, Weiss, Rifkind, Wharton & Garrison
LLP

Catherine M. Clarkin

Sullivan & Cromwell LLP

United States securities and exchange commission logo
June 22, 2021
Kenneth Cornick
Chief Financial Officer
Clear Secure, Inc.
65 East 55th Street, 17th Floor
New York, NY 10022
Re:Clear Secure, Inc.
Registration Statement on Form S-1
Filed June 7, 2021
File No. 333-256851
Dear Mr. Cornick:
            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.
Registration Statement on Form S-1
Dilution, page 74
1.Please explain to us your rationale for assuming in your calculation of dilution that the
CLEAR Post-IPO Members exchange all of their Alclear Units and corresponding shares
of your Class C common stock or Class D common stock, as applicable, for newly-issued
shares of your Class A common stock or Class B common stock, as applicable.  Tell us
how adjusting for the assumed exchanges impacted the amount of dilution in net tangible
book value per share to new investors.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 June 22, 2021 Page 2
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
June 22, 2021
Page 2
Unaudited Pro Forma Condensed Consolidated Financial Information
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 78
2.Please revise the presentation of your pro forma balance sheet to present first, in a
separate column following the historical Alclear Holdings LLC balance sheet, the
adjustments to give effect to the reorganization transactions and the tax receivable
agreement.  This should be followed by a subtotal column to present the balance sheet of
the registrant on a pro forma basis before the effects to the offering and use of proceeds.
Please similarly revise the presentation of your pro forma income statement.  Refer to 11-
02(b)(4) of Regulation S-X.
            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 Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Janson

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Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

June 7, 2021

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Matthew Derby

    Jan Woo

    Division of Corporation Finance

    Office of Technology

 Re: Clear Secure, Inc.

Registration Statement on Form S-1

Submitted June 7, 2021

CIK No. 0001856314

Ladies and Gentlemen:

On behalf of Clear Secure,
Inc., a Delaware corporation (the “Company”), we submit in electronic form the accompanying Registration Statement
on Form S-1 of the Company (the “Registration Statement”), together with Exhibits, marked to indicate changes
from Amendment No. 1 to the Draft Registration Statement which was submitted on a confidential basis to the Securities and Exchange
Commission (the “Commission”) pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on
May 21, 2021.

The Registration Statement
reflects the responses of the Company to comments received in a letter from the Staff of the Commission (the “Staff”),
dated June 4, 2021 (the “Comment Letter”). The discussion below is presented in the order of the numbered comments
in the Comment Letter. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement. For your
convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto. References in the responses
to page numbers are to the marked version of the Registration Statement and to the prospectus included therein.

Securities and Exchange Commission

Division of Corporation Finance

June 7, 2021

Page 2

The Company has asked
us to convey the following as its response to the Staff:

Financial Statements - Clear Secure, Inc.

Note 4. Subsequent Events, page F-4

 1. We note that you have included disclosure of the tax receivable agreement and changes in capital structure in your pro forma
financial information. However, we continue to believe that these agreements, while although not yet executed, will be executed prior
to effectiveness and therefore are of such a nature that they must be disclosed in order to keep the financial statements from being misleading.
Please include subsequent events disclosure pursuant to ASC 855-10-50-2 for the Tax Receivable Agreement and Reorganization Agreement.

The Company has added
disclosure to its audited and unaudited consolidated financial statements in response to the Staff's comment. Please see pages F-4
and F-6 of the Registration Statement.

*              *              *

Securities and Exchange Commission

Division of Corporation Finance

June 7, 2021

Page 3

If you have any questions regarding the Registration
Statement or the response contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3588 or Patricia
Vaz de Almeida at (212) 373-3367.

    Sincerely,

    /s/ Brian M. Janson

    Brian M. Janson

    cc:
    Matthew Levine

    Clear Secure, Inc.

    Patricia Vaz de Almeida

    Paul, Weiss, Rifkind, Wharton & Garrison LLP

    Catherine M. Clarkin

    Sullivan & Cromwell LLP

United States securities and exchange commission logo
June 4, 2021
Kenneth Cornick
Chief Financial Officer
Clear Secure, Inc.
65 East 55th Street, 17th Floor
New York, NY 10022
Re:Clear Secure, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted May 21, 2021
CIK: 0001856314
Dear Mr. Cornick:
            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.  Unless we note otherwise, our references to prior comments are to comments in our
May 13, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Financial Statements - Clear Secure, Inc.
Note 4. Subsequent Events, page F-4
1.We note that you have included disclosure of the tax receivable agreement and changes in
capital structure in your pro forma financial information.  However, we continue to
believe that these agreements, while although not yet executed, will be executed prior to
effectiveness and therefore are of such a nature that they must be disclosed in order to
keep the financial statements from being misleading.  Please include subsequent events
disclosure pursuant to ASC 855-10-50-2 for the Tax Receivable Agreement and
Reorganization Agreement.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 June 4, 2021 Page 2
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
June 4, 2021
Page 2
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Janson

United States securities and exchange commission logo
May 13, 2021
Kenneth Cornick
Chief Financial Officer
Clear Secure, Inc.
65 East 55th Street, 17th Floor
New York, NY 10022
Re:Clear Secure, Inc.
Draft Registration Statement on Form S-1
Submitted April 16, 2021
CIK: 0001856314
Dear Mr. Cornick:
            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 on Form S-1
Cover Page
1.Please revise to disclose that you intend to contribute the net proceeds from this offering
to Alclear in exchange for Alclear Units.
Prospectus Summary
COVID-19, page 2
2.Please balance your disclosure regarding revenues by also discussing your net losses in
2019 and 2020.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 May 13, 2021 Page 2
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
May 13, 2021
Page 2
Trusted and Extensible Brand with Passionate Member Base, page 6
3.We note your disclosure that your average 2020 Net Promoter Score ("NPS") score of 75
is a reflection of the passion of your members. Please revise to provide additional context
for NPS including how it is calculated and what the number represents as well as the
range of possible scores.
The Reorganization Transactions, page 11
4.Please revise to provide a table that clearly identifies the economic and voting interests of
each class of investors as a result of the reorganization with an eye towards highlighting
the voting and economic rights public investors in this offering will have post-
reorganization.  Also revise the organizational chart to disclose which entities are tax
blocker corporations.
Summary Selected Historical and Pro Forma Condensed Consolidated Financial and Other Data,
page 21
5.Please expand the disclosure of Non-GAAP Financial Measures on page 22 to include the
most relevant GAAP measures in the chart provided.
Use of Proceeds, page 68
6.We note that you may use the proceeds to finance growth through the acquisition of, or
investment in, businesses, products, services or technologies that are complimentary to
you current business, through mergers, acquisitions or other strategic transactions.  Please
expand the disclosure to state whether you have identified any potential acquisition targets
to date.  Please revise the disclosure on pages 19 and 31 accordingly.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 73
7.We note on page 73 that the pro forma financial information assumes that no exchanges of
Alclear Units have occurred as of the transaction and therefore there is no increase in tax
basis in Alclear Holdings' assets or other tax benefits that may be realized.  Please disclose
the maximum estimated amount of payments to be made over the next 15 years under the
Tax Receivable Agreement.
8.We note that the Founder Post-IPO Member can exchange their Alclear Units and Class D
shares for either Class B common stock or cash at the registrant's option.  We also note
that the Founder Post-IPO Member will control the registrant and therefore be able to
elect all board members.  Please include disclosure in the notes to the pro forma
condensed consolidated balance sheet explaining the classification, i.e. temporary equity
or permanent equity, for Alclear Units and Class A, B, C and D common stock.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 May 13, 2021 Page 3
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
May 13, 2021
Page 3
Selected Historical Consolidated Financial Data, page 79
9.Please refer to your income statement and revise your tabular presentations of financial
information so that they read consistently from left to right in the same chronological
order throughout the filing. Similarly, numerical data included in narrative sections should
be consistently ordered.  Refer to SAB Topic 11:E.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 81
10.We note your disclosure here and elsewhere that your largest CLEAR Plus acquisition
channel is in-airport.  Please revise to quantify the percentage of your new
member acquisitions that come from the in-airport enrollments.
How We Generate Revenue, page 81
11.You state that your partners typically pay you based on the number of members or
transaction volume.  Please disclose the percentage of revenue that you derive from your
partners.  To the extent that any one partner contributes a material portion of your
revenue, please discuss any agreements.
Non-GAAP Financial Measures, page 82
12.Please remove the adjustment for the net change in deferred revenue from the calculation
of your non-GAAP measure identified as Adjusted EBITDA.  We refer you to the
guidance in the answer to Question 100.04 of the Division's C&DIs on non-GAAP
Financial Measures.
Key Performance Indicators, page 83
13.We note on page 81 that you offer a family plan for an additional $50 per additional
family member as compared to the price of CLEAR Plus of $179 per year per member.
We also note that you offer free trials, promotional pricing and several types of discounts.
Please expand your disclosure to include a more granular presentation that also includes
the number of Annual CLEAR Plus Net Member Enrollments as of the end of the period
in addition to the Total Cumulative Enrollments, which also include memberships
cancelled since inception, in order for the reader to ascertain changes in revenues due to
price versus volume required pursuant to Financial Reporting Codification section
501.04.  Please also consider disclosing the impact of discounts on your revenue per
paying member for discounts, if material.
14.We note that you sell CLEAR Plus memberships for $179 and also sell additional family
member memberships for only $50.  Please clarify each of your enrollment performance
indicators with regard to whether such measures include only one member per family or
also include additional family members.  If your performance measure includes all family
members separately, disclose the number of  additional family members separately or tell

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 May 13, 2021 Page 4
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
May 13, 2021
Page 4
us why you believe such information is not necessary in order to determine changes in
revenues due to price versus volume, as required pursuant to Financial Reporting
Codification section 501.04.
15.We note on page 101 that you discuss trends in growth of platform members that are
higher than growth in paying members.  Please expand MD&A to include a discussion of
these trends, including any additional performance indicators necessary to understand
such trends, such as paying members and platform members.  Please also disclose the
number of limited time free trials as of the end of the period, if such members are included
in your other membership key performance indicators.  If these non-paying members are
not included in your key performance indicators disclosed, please expand the disclosure to
note the exclusion.
16.We note that Total Cumulative Platform Usage includes usage of your platform at sports
and entertainment venues and engagement with Health Pass among other engagements
separate from in-airport verifications.  We further note that revenue from sports stadiums
and Health Pass is immaterial.  To the extent material, please revise to quantify the
underlying usage statistics for each vertical and whether there are any known trends
regarding usage.
Key Factors Affecting Performance
Maintaining strong unit economics, page 85
17.We note that you disclose the Lifetime Value relative to your average Customer
Acquisition Cost for CLEAR Plus member who joined in 2019.  Please expand the
discussion to include the amount for earlier years if there has been a material trend in this
performance factor for members who joined in periods prior to 2019.
Revenue, page 88
18.Please expand the discussion of revenues to separately discuss and quantify changes in
revenues due to changes in price, net of discounts and volume.
Comparison of the Years Ended December 31, 2020 and 2019
Operating Expenses, page 89
19.We note on page 87 that you recognize Revenue Share Fee expenses on both a per
member and fixed fee basis.  Please expand the discussion to discuss the impact on
Revenue Share due to changes in per member fees as compared to fixed fees, noting any
trends in either the type or amount of fees from period to period.  Please also discuss
changes or trends in concessions granted, if material.

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 May 13, 2021 Page 5
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
May 13, 2021
Page 5
Business, page 94
20.To the extent material, please disclose the material terms of the 10-year agreement with
the Transportation Security Administration, including any termination provisions.
Financial Statements - Clear Secure, Inc.
Note 4. Subsequent Events, page F-4
21.We note on page 50 that you will be required to make payments under the tax receivable
agreement over the next 15 years.  Please expand the notes to the financial statements to
include disclosure of your commitments under the tax receivable agreement with CLEAR
Post-IPO Members, including an estimate of the aggregate amount to be paid over the
next 15 years and the percentage and amount to be paid to CLEAR Post-IPO Members.
22.Please also provide subsequent events disclosure for the reorganization and changes in
capital structure, including the terms of the new classes of common stock to be issued.
Financial Statements - ALCLEAR HOLDINGS, LLC
Consolidated Statements of Operations, page F-7
23.Separately disclose cost of services on your income statement pursuant to Rule 5-
03(b)2(d) of Regulation S-X.
Note 4. Prepaid Expenses and Other Current Assets, page F-19
24.We note that you have $2 million in prepaid Coronavirus aid, relief, and economic
security act retention credit.  Please expand the disclosure to explain the nature and timing
of this line item.
Note 9. Other Assets, page F-23
25.We note that you had credit card reserve receivables of $5.2 million and $0 as of
December 31, 2019 and 2020, respectively.  Please expand the disclosure to explain the
nature of this receivable and supplementally tell us the reason there is no reserve
receivable as of December 31, 2020.
General
26.Your post-IPO organizational structure appears to be in the form of an umbrella
partnership-C corporation (“UP-C”) that will treat “CLEAR Post-IPO Members”
generally advantageously if they continue to hold their equity interests in an entity that is
not taxed as a corporation for U.S. tax purposes. Please briefly explain how the UP-
C structure and reorganization transactions achieves the tax benefits that is intended.
Further, please provide an analysis of whether the tax consequences of the reorganization
transactions, the tax receivable agreement, or the tax benefits expected to result from
acquisitions of LLC Units from existing owners are material to an investor in the Class A

 FirstName LastNameKenneth Cornick
 Comapany NameClear Secure, Inc.
 May 13, 2021 Page 6
 FirstName LastName
Kenneth Cornick
Clear Secure, Inc.
May 13, 2021
Page 6
common stock.  Finally, in an appropriate location, provide a discussion regarding why
the company chose this structure for reorganization including both the positive and
negative aspects.
27.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 Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian Janson