United States securities and exchange commission logo

                             October 16, 2020

       Rahul Nayar
       Chief Executive Officer
       Tenzing Acquisition Corp.
       250 West 55th Street, Suite 13D
       New York, NY 10019

                                                        Re: Tenzing Acquisition
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed October 6,
                                                            File No. 333-245057

       Dear Mr. Nayar:

             We have reviewed your amended registration statement and have the
       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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration on Form S-4 filed October 6, 2020

       Satisfaction of 80% Test, page 124

   1.                                                   We note your disclosure
on page 123 indicating that the Tenzing Board considered
                                                        previous offers
received by Reviva. Please expand your disclosure to describe these offers
                                                        and how they impacted
the Board's analysis and determination.
   2.                                                   Please include the date
and month of each of the identified IPOs, merger transactions and
                                                        the Karuna and
Intra-Cellular clinical data readouts.
   3.                                                   Please disclose whether
there were other neuroscience clinical stage IPOs and mergers
                                                        during the same
timeframe as the IPO transactions presented. If there were, please discuss
                                                        why they were excluded
from your analysis.
                                                        You may contact
Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
 Rahul Nayar
Tenzing Acquisition Corp.
October 16, 2020
Page 2

you have questions regarding comments on the financial statements and related
matters. Please
contact Jason L. Drory at 202-551-8342 or Suzanne Hayes at 202-551-3675 with
any other

FirstName LastNameRahul Nayar
                                                           Division of
Corporation Finance
Comapany NameTenzing Acquisition Corp.
                                                           Office of Life
October 16, 2020 Page 2
cc:       Tamar Donikyan, Esq.
FirstName LastName