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Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

    Attn:
    Michael C. Foland, Attorney-Advisor

Kathleen Krebs, Special Counsel

Becky Chow, Staff Accountant

Melissa Walsh, Staff Accountant

    Re:     Vertex, Inc.

Amendment No. 1 to Registration Statement
on Form S-1

Submitted July 20, 2020

File No. 333-239644

Ladies and Gentlemen:

On behalf of our client, Vertex, Inc. (the
“Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in
its letter dated July 24, 2020, relating to the Company’s Amendment No. 1 to registration statement on Form S-1 submitted
on June 18, 2020 (the “Registration Statement”), based on our discussion on July 24, 2020 with Stephen
Krikorian and Becky Chow of the Staff.

The Company will, upon confirmation with
the Staff, further amend the Registration Statement via pre-effective Amendment No. 2 (the “Amendment”)
to reflect the additional disclosure as described in the responses herein.

For ease of reference, the text of the comments
in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately
after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in
the Registration Statement.

July 27, 2020

Page 2

Amendment No. 1 to Form S-1

Dilution, page 49

 1. Please explain how you computed pro forma net tangible book value in the amount of $(315.8) million, or $(2.62) per share,
and adjusted pro forma net tangible book value in amount of $(27.4) million, or $(0.19) per share, as of March 31, 2020, after
giving pro forma effect to the transactions described.

Response:
The Company supplementally advises the Staff that each of these amounts, as of March 31, 2020, after giving pro forma effect to
the transactions described, were calculated in the manner described in the attached Exhibit A to this letter.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Critical Accounting Policies and Estimates

Stock-Based Compensation, page 83

 2. Consistent with your response to comment 5 in your letter dated June 18, 2020, please update your disclosure regarding
the impact of the change in accounting for the SARs upon becoming a public company. Revise to address your accounting for the amendment
of the outstanding SARs as part of this offering, including the financial impact upon the modification and on future results.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that the Company will, in the Amendment, update the Company’s disclosure
regarding (i) the impact of the change in accounting for the SARs upon becoming a public company and (ii) its accounting for
the amendment of the outstanding SARs as part of the offering, including the financial impact upon the modification and on future
results. The Company’s updated disclosure will appear in a disclosure substantially in the form set forth
below:

SAR Amendment

SAR participants were offered the
option to either redeem their SARs upon the occurrence of the Offering or amend their SARs pursuant to which, upon effectiveness
of the Company’s 2020 Incentive Award Plan (the “2020 Plan”) to occur on the effective date of the Offering,
such SARs will become options to purchase shares of new Class A common stock under the 2020 Plan. Effective July 13, 2020, this
offer period ended and all SAR participants eligible to receive the offer accepted and will have their outstanding SARs converted
to stock options with equivalent terms under the 2020 Plan (the “Converted SARs”). This is considered a modification
of these SAR awards.

July 27, 2020

Page 3

Management continued to record
changes in the intrinsic value of the SARs in 2020 up to the date on which the Company was considered to have become a public
entity. Management will record the change in accounting policy based on the application of ASC 718. The Company will record
any incremental increase in fair value of the Converted SARs resulting from the modification as compensation expense at the
time of the exchange, which is contingent upon the occurrence of the Offering. Upon modification, the Converted SARs will no
longer be recorded as a liability under ASC 718 and the accumulated liability balance will be reclassified to stockholders
equity. The unvested portion of the Converted SAR liability at the Offering date will be amortized over the remaining service
period of the Converted SARs as compensation expense. Assuming an Offering price of $15.00 (the midpoint of the range
reflected on the cover of the prospectus), management estimates the fair value of the Converted SARs at the Offering date to
be approximately $150,000 (unaudited), of which approximately $118,000 (unaudited) will be vested. At this value, management
would record estimated additional compensation expense of $63,000 (unaudited) for vested SARs from April 1 to the Offering
date, including the impact of the change in accounting. The remaining $32,000 (unaudited) of unvested Converted SAR liability
will be recognized as compensation expense over the remaining service period through 2025, including the impact of the change in accounting.

Notes to Consolidated Financial
Statements, page F-8

 3. Please revise to provide subsequent events disclosures pursuant to ASC 855-10-50-1 and 50-2.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that the Company will, in the Amendment, update the
Company’s disclosure to include subsequent events disclosure relating to (i) the termination of the Company’s
status as an “S Corporation” for U.S. federal income tax purposes (which is expected to occur on July 27, 2020);
(ii) changes to the Company's capital structure (which is expected to occur on July 28, 2020); and (iii) the amendment of the outstanding stock
appreciation rights (as of July 13, 2020).

Immediately after the completion
of the stock split and reclassification, the Company will file the Amendment that will include updated disclosure
substantially in the form set forth below:

Subsequent Events

                Termination of S Corporation Filing Status

On July 27, 2020, the Company
and its shareholders entered into an S corporation and Tax Sharing Agreement, pursuant to which, the Company’s S
corporation status for U.S. federal income tax purposes was terminated on July 27, 2020 and the Company will thereafter be
taxed as C Corporation. As a result, the Company’s effective tax rate is projected to increase from approximately 2.5%
to 25%. Management anticipates recording a deferred tax benefit at the effective date of the conversion of approximately
$34,000 (unaudited) due to the increased tax rate from the conversion.

July 27, 2020

Page 4

Changes to Capital Structure

On July 28, 2020, the Company filed
its amended and restated certificate of incorporation with the Delaware Secretary of State, to effect the Stock Split, a share
exchange and to establish a new capital structure for the Company. The Stock Split resulted in each one share owned by a stockholder
being exchanged for three shares of common stock, and the number of shares of the Company’s common stock issued and outstanding
was increased proportionately based on the Stock Split. In addition, in connection with the Stock Split, stockholders of record
exchanged their existing Class A voting and Class B non-voting common stock for shares of newly created Class A common stock(“Class
A”) and Class B common stock (“Class B”). The effect of the
Stock Split was recognized retrospectively in the Consolidated Financial Statements.

In connection with the new capital
structure, the Company authorized 450,000 shares of common stock, par value $0.001 per share, and 30,000 shares of preferred stock,
par value $0.001 per share. Common stock is divided into two classes, Class A with one vote per share, and Class B
with ten votes per share. The rights of the holders of Class A and Class B are
identical, except with respect to voting, conversion and transfer rights. Following the Offering, authorized Class A will consist of 300,000 shares and authorized Class B will consist of 150,000 shares.

Each outstanding share of Class B is convertible at any time at the option of the holder into one share of Class A. Each share of
Class B  will convert automatically into one share of Class A  upon any transfer, except for
certain permitted transfers to other Class B stockholders or other members of the control group. Each share of Class B will convert automatically into one share of Class A if the voting power of all then-outstanding shares of Class B  comes to represent less than ten percent of the combined voting power of all shares of the then-outstanding. Once converted or transferred and converted into Class A, the Class B may not be reissued.

The Board is authorized to issue
up to 30,000 shares of preferred stock in one or more series without stockholder approval. The Board of directors has the discretion
to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, of each series of preferred stock. Upon closing of the Offering, there will
be no shares of preferred stock outstanding.

July 27, 2020

Page 5

SAR Amendment

SAR participants were offered the
option to either redeem their SARs upon the occurrence of the Offering or amend their SARs pursuant to which, upon effectiveness
of the Company’s 2020 Incentive Award Plan (the “2020 Plan”) to occur on the effective date of the Offering,
such SARs will become options to purchase shares of new Class A common stock under the 2020 Plan. Effective July 13, 2020, this
offer period ended and all SAR participants eligible to receive the offer accepted and will have their outstanding SARs converted
to stock options with equivalent terms under the 2020 Plan (the “Converted SARs”). This is considered a modification
of these SAR awards.

Management continued to record changes in the intrinsic value of the SARs in 2020
up to the date on which the Company was considered to have become a public entity. Management will record the change in accounting
policy based on the application of ASC 718. The Company will record any incremental increase in fair value of the Converted SARs
resulting from the modification as compensation expense at the time of the exchange, which is contingent upon the occurrence of
the Offering. Upon modification, the Converted SARs will no longer be recorded as a liability under ASC 718 and the accumulated
liability balance will be reclassified to stockholders equity. The unvested portion of the Converted SAR liability at the Offering
date will be amortized over the remaining service period of the Converted SARs as compensation expense. Assuming an Offering price
of $15.00 (the midpoint of the range reflected on the cover of the prospectus), management estimates the fair value of the Converted
SARs at the Offering date to be approximately $150,000 (unaudited), of which approximately $118,000 (unaudited) will be vested.
At this value, management would record estimated additional compensation expense of $63,000 (unaudited) for vested SARs from April
1 to the Offering date, including the impact of the change in accounting. The remaining $32,000 (unaudited) of unvested Converted
SAR liability will be recognized as compensation expense over the remaining service period through 2025, including the impact of
the change in accounting.

Note 1. Summary of significant
accounting policies

Unaudited Pro Forma Earnings
Per Share, page F-23

 4. You indicate that the determination of pro forma shares outstanding gives effect to the exchange of the Class A and Class
B common stock outstanding at December 31, 2019 and March 31, 2020 for the respective new series of Class A and B common stock.
However, it appears that the denominator only includes the number of shares whose proceeds would be necessary to repay the term
loans. Please revise your computation to also include the new series of Class A and B common shares outstanding exchanged for the
Class A and Class B common stock outstanding.

Response:
The Company supplementally advises the Staff, with respect to the computation of the new series of Class A and B common shares
outstanding exchanged for the Class A and Class B common stock outstanding, that the amounts shown were calculated in the manner
described in the attached Exhibit B to this letter.

 General

 5. You note your 3-for-1 forward split of your common stock, which will occur prior to the closing of this offering. When
the forward split occurs, please ensure disclosures through the filing are consistently presented to give retroactive effect to
the change. Revise financial statements presented to reflect the stock split in accordance with ASC 260-10-55-12 and SAB Topic
4C. Also ensure your independent auditor revises its report on page F-2 to reference the stock split and dual-date its opinion
in accordance with PCAOB AU 530.05.

July 27, 2020

Page 6

Response:
The Company acknowledges the Staff’s comment, and the Company will, in the Amendment, revise the disclosure throughout the
Registration Statement to give retroactive effect to the 3-for-1 forward split of the Company’s common stock, which will
occur prior to the filing of the Amendment.

In
particular, the Amendment will include updated disclosure substantially in the form set forth below:

Changes to Capital Structure

On July 28, 2020, the Company
filed its amended and restated certificate of incorporation with the Delaware Secretary of State, to effect the Stock Split,
a share exchange and to establish a new capital structure for the Company. The Stock Split resulted in each one share owned
by a stockholder being exchanged for three shares of common stock, and the number of shares of the Company’s common
stock issued and outstanding was increased proportionately based on the Stock Split. In addition, in connection "with
the Stock Split, stockholders of record exchanged their existing Class A voting and Class B non-voting common stock for newly
created shares of Class A common stock (“ClassA”) and Class B (“Class B”) common stock
issued in connection with the new capital structure. The effect of the Stock Split was recognized retrospectively in the
Consolidated Financial Statements.

 In connection with the new
capital structure, the company authorized  450,000 shares of common stock, par value $0.001 per
share, and 30,000 shares of preferred stock, par value $0.001 per share. Common stock is divided into two classes,
Class A  with one vote per share, and Class B  with ten votes per share. The rights of the
holders of Class A  and Class B  are identical, except with respect to voting, conversion
and transfer rights. Following the Offering, authorized Class A  will consist of 300,000 shares and
authorized Class B  will consist of 150,000 shares.

Each outstanding share of Class B
 is convertible at any time at the option of the holder into one share of Class A. Each sh