CERENCE INC.
15 Wayside Road
Burlington, MA 01803
September 4, 2019
VIA EDGAR AND FEDEX
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara Jacobs and Edwin Kim Division of Corporate Finance Office of Information Technologies and Services | |
| Re: | Cerence Inc. Registration Statement on Form 10-12B Filed August 21, 2019 File No. 001-39030 | |
Dear Ms. Jacobs and Mr. Kim:
Cerence Inc., a Delaware corporation formerly known as Cerence LLC (the “Company”), hereby submits in electronic form the accompanying Amendment No. 1 (“Amendment No. 1”) to the Registration Statement on Form 10 for the Company’s common stock (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on August 21, 2019. Amendment No. 1 updates the Registration Statement to include the proposed changes previously provided to the Staff of the Commission (the “Staff”) on August 30, 2019, further changes in response to oral comments received from the Staff as well as certain additional changes.
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If you have any questions concerning the above, please do not hesitate to contact the undersigned at (781) 565-4792 or John C. Kennedy of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.
| Sincerely,
/s/ Leanne Fitzgerald
Leanne Fitzgerald Vice President and Secretary |
| cc: | Arthur Giterman, Chief Accounting Officer Nuance Communications, Inc. | |||
| John C. Kennedy Steven J. Williams David E. Sobel Paul, Weiss, Rifkind, Wharton & Garrison LLP |