CERENCE INC.
15 Wayside Road
Burlington, MA 01803
October 22, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Jan Woo and Edwin Kim |
| Re: | Cerence Inc. |
| Form S-1 |
| File No. 333-234214 |
Dear Ms. Woo and Mr. Kim:
In accordance with Rule 461 of the Securities Act of 1933, as amended, Cerence Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-234214) (the “Registration Statement”), relating to the registration of up to an aggregate of 650,736 shares of common stock of the Company to be sold by certain selling stockholders, be accelerated by the Securities and Exchange Commission to 10 a.m., New York City time, on October 24, 2019, or as soon thereafter as practicable.
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform John C. Kennedy at (212) 373-3025, with written confirmation sent to the address listed on the cover of the Registration Statement to follow.
| Sincerely, | ||||
| CERENCE INC. | ||||
| By: | /s/ Leanne Fitzgerald | |||
| Name: | Leanne Fitzgerald | |||
| Title: | General Counsel | |||