March 7, 2024

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

Attention:    Melissa Kindelan

Kathleen Collins

Re:    Model N, Inc.

    Form 10-K for the Fiscal Year Ended September 30, 2023

    Form 8-K Furnished on February 6, 2024

    File No. 001-35840

Ladies and Gentlemen:

We have received your letter on behalf of our client, Model N, Inc. (the “Company”), dated February 23, 2024 (the “Staff Comment Letter”), conveying comments of the staff (the “Staff”) of the Securities and Exchange Commission regarding the above-referenced filings. In the Staff Comment Letter, you requested that the Company respond to the Staff’s comments within 10 business days (the “Initial Response Date”) or advise when it would provide a response. Per our telephone conversation on February 27, 2024, on behalf of the Company, we advised that the Company will file a response by March 15, 2024.

***

Should the Staff have additional questions regarding the foregoing, please do not hesitate to contact me at (206) 389-4553.

Sincerely,

/s/ Amanda Rose    

Amanda Rose, Esq.

Partner

Fenwick & West LLP

CC:    John Ederer

    Errol Hunter, Esq.

    Model N, Inc.