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United States securities and exchange commission logo
May 24, 2021
Michael Massaro
CEO
Flywire Corporation
141 Tremont St #10
Boston, MA 02111
Re: Flywire Corporation
Registration
Statement on Form S-1, Amendment No. 1
Filed May 18, 2021
File No. 333-255706
Dear Mr. Massaro:
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
[Month day, year] letter.
Registration Statement on Form S-1 Amendment No. 1
Description of Capital Stock
Common Stock and Non-voting Common Stock, page 169
1. We note your response
to Comments 1 and 2. Please describe the nature of the "certain
transfers" that would
trigger automatic conversion of the non-voting common stock.
Michael Massaro
FirstName LastNameMichael Massaro
Flywire Corporation
Comapany
May NameFlywire Corporation
24, 2021
May 24,
Page 2 2021 Page 2
FirstName LastName
You may contact Charlie Guidry at 202-551-3621 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services