SEC Comment Letter for i3 Verticals, Inc. (IIIV) (CIK 0001728688) (IIIV) — Apr 11, 2018
i3 Verticals, Inc. (IIIV) (CIK 0001728688)
Date: April 11, 2018 · CIK: 0001728688 · Accession: 0000000000-18-010907
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 April 10 , 2018 Gregory Daily Chief Executive Officer i3 Verticals, Inc. 40 Burton Hills Blvd., Suite 415 Nashville, TN 37215
Re: i3 Verticals , Inc. Draft Registration Statement on Form S-1 Submitted March 23, 2018 CIK No. 0001728688
Dear Mr. Daily:
We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
10. Segments, F -18
1. We reviewed the revisions to your disclosure in response to comment 22. We are unable to compute the amount of processing margin presented in the table based on the definition in footnote (a). Please provide us with your calculation of processing margin for each year. This comment is also applicable to Note 16 on page F -54.
Gregory Daily i3 Verticals, Inc . April 10, 2018 Page 2
You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562, or William Thompson, Accounting Branch Chief, at (202) 551 -3344 if you have questions regarding comments on the financial statements and related matters. Please contact Courtney Haseley, Attorney -Adviser, at (202) 551 -7689, Lisa Kohl, Legal Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Lisa M. Kohl for
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Mail Stop 3561
April 10 , 2018
Gregory Daily
Chief Executive Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re: i3 Verticals , Inc.
Draft Registration Statement on Form S-1
Submitted March 23, 2018
CIK No. 0001728688
Dear Mr. Daily:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
10. Segments, F -18
1. We reviewed the revisions to your disclosure in response to comment 22. We are unable
to compute the amount of processing margin presented in the table based on the
definition in footnote (a). Please provide us with your calculation of processing margin
for each year. This comment is also applicable to Note 16 on page F -54.
Gregory Daily
i3 Verticals, Inc .
April 10, 2018
Page 2
You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562, or William
Thompson, Accounting Branch Chief, at (202) 551 -3344 if you have questions regarding
comments on the financial statements and related matters. Please contact Courtney Haseley,
Attorney -Adviser, at (202) 551 -7689, Lisa Kohl, Legal Branch Chief, at (202) 551 -3252, or me
at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Lisa M. Kohl for
Mara L. Ransom
Assistant Director
Office of Consumer Products
cc: J. Page Davidson, Esq.
Jay H. Knight, Esq.
Bass, Berry & Sims PLC