SecProbe.io

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 April 23, 2025

Geoff Smith
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215

 Re: i3 Verticals, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 File No. 001-38532
Dear Geoff Smith:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
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CORRESP
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 Document March 21, 2025 Via EDGAR and Federal Express United States Securities and Exchange Commission Division of Corporation Finance, Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention:    Scott Stringer         Nasreen Mohammed      Re:    i3 Verticals, Inc. Form 10-K for the Fiscal Year Ended September 30, 2024 Form 8-K dated February 6, 2025 File No. 001-38532 Ladies and Gentlemen: This letter is provided in response to the comments of the Staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) conveyed in a letter to i3 Verticals, Inc., a Delaware corporation (the “ Company ”), dated March 12, 2025 in connection with the Staff’s review of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and the Company’s Current Report on Form 8-K filed February 6, 2025. The Staff’s comments are set forth in italics in the numbered paragraphs below, followed by the Company’s responses. Form 8-K dated February 6, 2025 Exhibit 99.1, page 1 1. We note you presentation of pro forma adjusted diluted earnings per share from continuing operations. The numerator used to compute this measure, the pro forma adjusted net income from continuing operations, includes the net income attributable to noncontrolling shareholders. The denominator, pro forma weighted average shares used in this calculation, includes Class A shares plus all dilutive potential shares. It appears that this calculation includes measures which substitute individually tailored recognition and measurement methods for those of GAAP. Please tell us how you United States Securities and Exchange Commission March 21, 2025 Page 2 considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Response:   We acknowledge the Staff’s comment and respectfully advise the Staff that we have included net income attributable to noncontrolling shareholders in the numerator of the pro forma adjusted diluted earnings per share calculation to be consistent with including all dilutive potential shares in the denominator of the calculation, as more specifically described below. The net income attributable to noncontrolling shareholders, included in the numerator consists entirely of common units of i3 Verticals, LLC held by management and certain other investors who acquired such units prior to the time of our initial public offering in 2018. The common units may be redeemed or exchanged for Class A common stock on a one-for-one basis at any time as described below. As background, i3 Verticals, Inc. is a holding company that does not have any significant assets other than its ownership of common units in i3 Verticals, LLC. Additionally, i3 Verticals, Inc. has two classes of common stock: (i) its Class A common stock, which confers both voting and economic rights in i3 Verticals, Inc. to the holders thereof, and (ii) its Class B common stock, which confers voting rights in i3 Verticals, Inc., but does not confer any economic rights, to the holders thereof. Further, the holders of the Class B common stock of i3 Verticals, Inc. own an equal number of common units in i3 Verticals, LLC, and hold their economic rights through such ownership of common units. As of the date hereof, i3 Verticals, Inc. owns approximately 73% of the common units of i3 Verticals, LLC, and the holders of Class B common stock own approximately 27% of the common units of i3 Verticals, LLC. In addition, i3 Verticals, Inc. serves as the managing member of i3 Verticals, LLC. Consistent with our organizational documents, we maintain (1) a one-to-one ratio between the number of outstanding shares of Class A common stock of i3 Verticals, Inc., and the number of common units of i3 Verticals, LLC held by i3 Verticals, Inc., and (2) a one-to-one ratio between the number of outstanding shares of Class B common stock of i3 Verticals, Inc. and the number of common units of i3 Verticals, LLC held by holders of such Class B common stock. In addition, the holders of Class B common stock may cause their common units in i3 Verticals, LLC and corresponding shares of Class B common stock to be redeemed (or to otherwise be exchanged) for shares of Class A common stock on a one-for-one basis at the discretion of such holders (that is, any such United States Securities and Exchange Commission March 21, 2025 Page 3 holder would receive a number of shares of Class A common stock equal to the number of common units surrendered by such holder in such a transaction). The Company considers it appropriate to add back net income attributable to noncontrolling shareholders in the calculation of the numerator of pro forma adjusted diluted earnings per share because the common units of i3 Verticals, LLC held by the Class B common stock shareholders, which represent the noncontrolling interest, could at any time be redeemed or exchanged for Class A common stock, which would eliminate the noncontrolling interest, but not change the economic or control realities of the Company (since the former holders of Class B common stock would continue to have the same voting rights and economic interest following such redemption or exchange). Further, as noted above, this framework for calculating the numerator is consistent with the fact that the denominator includes all dilutive potential shares, including the shares of Class A common stock issuable in connection with any redemption or exchange of common units as described above. Given this background, we do not believe that the recognition and measurement principles used to calculate this non-GAAP financial measure implicate Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Further, we respectfully note that the Company believes this non-GAAP disclosure calculation framework is consistent with industry practice for companies with similar “Up-C” structures. Moreover, this metric is consistent with the pro forma adjusted diluted earnings per share metric that the Company uses internally to assess performance and is further utilized as a performance metric in connection with grants of performance stock units made by the Company to its executives from time to time. 2. We note you present several non-GAAP measures: pro forma adjusted income before taxes from continuing operations, pro forma adjusted net income from continuing operations, pro forma adjusted diluted earnings per share from continuing operations and pro forma weighted average shares of adjusted diluted Class A common stock outstanding. Please explain why these measures are labelled as “pro forma” as these measures do not appear to be consistent with Article 11 of Regulation S-X. Refer to Question 100.05 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Also please expand disclosure to clarify the purpose of these non- United States Securities and Exchange Commission March 21, 2025 Page 4 GAAP measures, how management uses them and why management believes they are useful to investors. Refer to Item 10(e) of Regulation S-K. Response:   We acknowledge the Staff’s comment and respectfully advise the Staff that these measures were not intended to convey a formal “pro forma” measure in accordance with Article 11 of Regulation S-X. In future filings, we will not include “pro forma” in our description of the following non-GAAP measures referenced in the Staff’s comment: pro forma adjusted income before taxes from continuing operations, pro forma adjusted net income from continuing operations, pro forma adjusted diluted earnings per share from continuing operations and pro forma weighted average shares of adjusted diluted Class A common stock outstanding. In addition, in future filings, we will expand our narrative disclosure regarding non-GAAP financial measures, including the Company’s non-GAAP financial measures referenced in the Staff’s comment above, to disclose why management believes such measures are useful to investors, any additional purposes for which management uses such measures, and to otherwise comply with Item 10(e) of Regulation S-K. Form 10-K for the Fiscal Year Ended September 30, 2024 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 56 3. We note that you present annualized recurring revenue ("ARR") as a key performance indicator. ARR appears to be a metric. Please revise your disclosures to include or clarify the following information: • How it is calculated, including any estimates or assumptions underlying the metric or its calculation; • The reasons why the metric provides useful information to investors; and • How management uses the metric in managing or monitoring the performance of the business. Refer to SEC Release No. 33-10751 Response :  We acknowledge the Staff’s comment and respectfully advise the Staff that ARR is calculated as the sum of quarterly recurring revenue within the following United States Securities and Exchange Commission March 21, 2025 Page 5 categories: software-as-a-service (“SaaS”) arrangements, transaction-based software-revenue, software maintenance, recurring software-based services, payments revenue and other recurring revenue sources, the sum of which is then multiplied by four to annualize the result. The Company’s management uses ARR as a key performance metric because it helps management assess the health and trajectory of the Company's business, as more specifically disclosed in the Company’s disclosure regarding ARR set forth under the heading “Key Performance Indicators” in the Company’s periodic reports. Additionally, the Company’s management reviews ARR in all of our internal management reporting packages. The Company believes that ARR provides useful information to investors for understanding the ongoing revenue potential of the Company's business model, as it excludes non-recurring or one-time contracts, thereby providing a clearer picture of the Company’s revenue base that is anticipated to be sustainable. ARR is also a metric reported by many of our peers in the technology industry. In future periodic reports, the Company will expand our disclosure to include the following (with additions to this disclosure included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, indicated by underlining and deletions indicated by strike-outs): “ARR is the annualized revenue derived from recurring sources where the Company has an ongoing contract with its customers. The Company believes revenue from recurring sources is a strategic priority. ARR is comprised of software-as-a-service (“SaaS”) arrangements, transaction-based software-revenue, software maintenance, recurring software-based services, payments revenue and other recurring revenue sources within the quarter. The sum of these revenue categories is multiplied by four to calculate ARR. ARR excludes revenue that is not recurring or is one-time in nature. We believe this metric provides useful information to investors by providing visibility regarding the ongoing revenue potential of the Company's business model and providing a clearer picture of the Company's sustainable revenue base. We focus on ARR Further, the Company’s management uses ARR as a metric because it helps us to United States Securities and Exchange Commission March 21, 2025 Page 6 assess the health and trajectory of our business. The Company believes that focusing on ARR can orient the Company's sales and operations management towards long-term, reliable revenue growth. This focus on recurring revenue is particularly relevant for businesses operating under a subscription model, where customer retention and contract renewals play a significant role in long-term financial performance. ARR does not have a standardized definition and is therefore unlikely to be comparable to similarly titled measures presented by other companies. It should be reviewed independently of revenue and it is not a forecast. Additionally, ARR does not take into account seasonality. The active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers. ARR from continuing operations for the three months ended [____] and [____] was [$____ million] and [$____ million], respectively, representing a period-to-period growth rate of [____%].” * * * * * United States Securities and Exchange Commission March 21, 2025 Page 7 Please do not hesitate to contact the undersigned at (615) 257-7210 with any questions or comments you may have regarding this letter. Sincerely, /s/ Geoff Smith Geoff Smith, Chief Financial Officer cc: Paul Maple, General Counsel and Secretary Page Davidson, Bass, Berry & Sims PLC Kevin Douglas, Bass, Berry & Sims PLC

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 March 12, 2025

Geoff Smith
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215

 Re: i3 Verticals, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2024
 Form 8-K dated February 6, 2025
 File No. 001-38532
Dear Geoff Smith:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K dated February 6, 2025
Exhibit 99.1, page 1

1. We note you presentation of pro forma adjusted diluted earnings per
share from
 continuing operations. The numerator used to compute this measure, the
pro forma
 adjusted net income from continuing operations, includes the net income
attributable
 to noncontrolling shareholders. The denominator, pro forma weighted
average shares
 used in this calculation, includes Class A shares plus all dilutive
potential shares. It
 appears that this calculation includes measures which substitute
individually tailored
 recognition and measurement methods for those of GAAP. Please tell us
how you
 considered Question 100.04 of the Non-GAAP Financial Measures Compliance
and
 Disclosure Interpretations.
2. We note you present several non-GAAP measures: pro forma adjusted income
before
 taxes from continuing operations, pro forma adjusted net income from
continuing
 operations, pro forma adjusted diluted earnings per share from
continuing operations
 and pro forma weighted average shares of adjusted diluted Class A common
stock
 March 12, 2025
Page 2

 outstanding. Please explain why these measures are labelled as pro
forma as these
 measures do not appear to be consistent with Article 11 of Regulation
S-X. Refer to
 Question 100.05 of the Non-GAAP Financial Measures Compliance and
Disclosure
 Interpretations. Also please expand disclosure to clarify the purpose of
these non-
 GAAP measures, how management uses them and why management believes they
are
 useful to investors. Refer to Item 10(e) of Regulation S-K
Form 10-K for the fiscal year ended September 30, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 56

3. We note that you present annualized recurring revenue ("ARR") as a key
performance
 indicator. ARR appears to be a metric. Please revise your disclosures to
include or
 clarify the following information:
 How it is calculated, including any estimates or assumptions
underlying the metric
 or its calculation;
 The reasons why the metric provides useful information to investors;
and
 How management uses the metric in managing or monitoring the
performance of the
 business.
 Refer to SEC Release No. 33-10751.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Scott Stringer at 202-551-3272 or Nasreen Mohammed at
202-551-
3773 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
April 29, 2021
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Form 10-K for Fiscal Year Ended September 30, 2020
Filed November 23, 2020
File No. 1-38532
Dear Mr. Whitson:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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150 Third Avenue South, Suite 2800

Nashville, TN  37201

(615) 742-6200

April 28, 2021

Via EDGAR and Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance, Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention:    Tony Watson

        Adam Phippen

    Re:    i3 Verticals, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2020

Filed November 23, 2020

8-K Filed November 19, 2020

File No. 1-38532

Ladies and Gentlemen:

On behalf of i3 Verticals, Inc., a Delaware corporation (the “Company”), we hereby submit the Company’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed in a letter to the Company dated April 19, 2021 in connection with the Staff’s review of the Company’s Current Report on Form 8-K filed November 19, 2020.  The responses provided herein are based on information provided to Bass, Berry & Sims PLC by the Company.

The Staff’s comments are set forth in italics in the numbered paragraphs below, followed by the Company’s responses.

Exhibit 99.1, page 11

1.We reviewed your response to comment 4. We continue to believe making adjustments to reverse the purchase accounting adjustments for deferred revenue results in individually tailored recognition and measurement methods. In future filings, please revise to remove these adjustments. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that the Company continues to believe this adjustment is compliant with Rule 100(b) of Regulation G as it neither accelerates revenue that would be earned over time in accordance with GAAP nor uses any other individually tailored recognition and

United States Securities and Exchange Commission

April 28, 2021

Page 2

measurement methods for financial statement line items.  As noted in our prior letter, the Company has included acquisition revenue adjustments in its non-GAAP measures for the purposes of (a) increasing transparency with investors by reducing the potential for variability, specifically growth, in revenue, which could, without the adjustment, appear overstated relative to the underlying economics of our acquired contracts and business, (b) providing consistent measures with respect to the Company’s peer group and (c) providing investors with the most comparable and useful information regarding the Company’s historical, current, and expected future performance. For these reasons, the Company’s externally provided outlook for its fiscal 2021 results as well as market consensus estimates for fiscal 2021 results include the effect of deferred revenue acquired. However, we acknowledge the Staff’s objection with respect to this adjustment. In order to minimize the risk for investor confusion with respect to the Company’s externally provided outlook for the recently completed period and to facilitate transition disclosures, the Company plans to discontinue the usage of acquisition revenue adjustments beginning with its upcoming quarter ending June 30, 2021.

Exhibit 99.2, page 1

2.We reviewed your response to comment 5. Our comment was aimed at you presenting the GAAP financial measures in instances where you present the non-GAAP measures, not the reconciliations that are presented later in the document. Please revise in future filings.

Response:  We acknowledge the Staff’s comment and in future filings the Company will, separate from the reconciliations themselves, accompany the non-GAAP financial measures with a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP. The Company will continue to include the reconciliations of the non-GAAP financial measures at the end of the presentation.

*  *  *  *  *

Please do not hesitate to contact the undersigned at (615) 742-7756 with any questions or comments you may have regarding this letter.

Sincerely,

/s/ Jay H. Knight

Jay H. Knight, Esq.

cc: Clay Whitson, Chief Financial Officer

 Paul Maple, General Counsel and Secretary

 Scott Meriwether, Chief Operating Officer

 Geoff Smith, VP of Finance

 Page Davidson, Bass, Berry & Sims PLC

United States securities and exchange commission logo
April 19, 2021
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Form 8-K Filed November 19, 2020
Response dated April 8, 2021
File No. 1-38532
Dear Mr. Whitson:
            We have reviewed your April 8, 2021 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2021 letter.
Form 8-K Filed November 19, 2020
Exhibit 99.1, page 11
1.We reviewed your response to comment 4.  We continue to believe making adjustments to
reverse the purchase accounting adjustments for deferred revenue results in individually
tailored recognition and measurement methods.  In future filings, please revise to remove
these adjustments. Refer to Question 100.04 of the Non-GAAP Compliance and
Disclosure Interpretations and Rule 100(b) of Regulation G.

Exhibit 99.2, page 1
2.We reviewed your response to comment 5. Our comment was aimed at you presenting the
GAAP financial measures in instances where you present the non-GAAP measures,

 FirstName LastNameClay Whitson
 Comapany Namei3 Verticals, Inc.
 April 19, 2021 Page 2
 FirstName LastName
Clay Whitson
i3 Verticals, Inc.
April 19, 2021
Page 2
not the reconciliations that are presented later in the document. Please revise in future
filings.
            You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

150 Third Avenue South, Suite 2800

Nashville, TN  37201

(615) 742-6200

April 8, 2021

Via EDGAR and Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance, Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention:    Tony Watson

        Adam Phippen

    Re:    i3 Verticals, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2020

Filed November 23, 2020

8-K Filed November 19, 2020

File No. 1-38532

Ladies and Gentlemen:

On behalf of i3 Verticals, Inc., a Delaware corporation (the “Company”), we hereby submit the Company’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed in a letter to the Company dated March 29, 2021 in connection with the Staff’s review of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, and the Company’s Current Report on Form 8-K filed November 19, 2020.  The responses provided herein are based on information provided to Bass, Berry & Sims PLC by the Company.

The Staff’s comments are set forth in italics in the numbered paragraphs below, followed by the Company’s responses.

United States Securities and Exchange Commission

April 8, 2021

Page 2

Form 10-K for the Fiscal Year Ended September 30, 2020

Note 2. Summary of Significant Accounting Policies

Use of Estimates, page 92

1.Please explain to us how the change in your policy to allocate stock compensation expense to your Class B common stock resulted in reductions to the income tax benefit and your net loss and increases in net loss attributable to non-controlling interest.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that the decision to allocate stock compensation expense from i3 Verticals, Inc. (“Registrant”) to i3 Verticals, LLC was a tax policy election effective January 1, 2020. As i3 Verticals, LLC is a pass-through entity and is not wholly owned by Registrant, the additional stock compensation expense that was allocated to i3 Verticals, LLC created a decrease in the deferred tax asset at Registrant and a reduction in the income tax benefit at Registrant. Correspondingly, as i3 Vertical, LLC is not wholly owned by Registrant, the additional stock compensation expense allocated to i3 Verticals, LLC created an increase in the loss attributable to non-controlling interest.

Note 16. Segments, page 122

2.Please tell us your consideration of disclosing total expenditures for additions to long-lived assets for the years presented. Refer to ASC 280-10-50-25b.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that we have considered the guidance in ASC 280-10-50-25 in determining our disclosures related to segment assets. Per the guidance, a public entity should disclose expenditures for additions to long-lived assets, other than certain exclusions, if these expenditures are included in the determination of segment assets reviewed by the chief operating decision maker (“CODM”) or are otherwise regularly provided to the CODM.

We have disclosed segment assets in accordance with disclosure requirements in ASC-280-10-50-22. Per ASC-280-10-50-25, we should disclose total expenditures for additions to long-lived assets by segment if they are included in the determination of segment assets or are reviewed by or provided to the CODM.

The CODM does not regularly receive or review expenditures on long-lived assets other than at a consolidated level as the majority of our expenditures on long-lived assets relate to one-time acquisitions of intangibles through business combinations. In fiscal year 2020, 85% of our expenditures on long-lived assets were for one-time acquisitions of intangibles through business combinations. Further, no balance sheet information is included in our determination of segment allocations, so in accordance with ASC 280-10-50-25b, we have excluded total expenditures for additions to long-lived assets by

United States Securities and Exchange Commission

April 8, 2021

Page 3

segment from our disclosures. We propose to include the following description of why these expenditures are excluded from our disclosures in future filings:

The Company has not disclosed expenditures on long-lived assets as such expenditures are not reviewed by or provided to the chief operating decision maker.

3.You present both income (loss) from operations and processing margin. If your chief operating decision maker uses only one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, segment profit or loss shall be reported for that measure only. If the chief operating decision maker uses more than one measure of a segment's profit or loss, the reported measure shall be the one that management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amount in the public entity's consolidated financial statements. Refer to ASC 280-10-50-28.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that we have considered the requirements of ASC 280-10-50-28 in determining our disclosures related to operating income (loss) from operations and processing margin. Specifically, the guidance calls for disclosure of the measure the CODM uses in evaluating segment profit or loss and resource allocation. Processing margin is the primary measure of segment profit and loss and resource allocation used by the CODM.

ASC 280-10-50-30b further requires disclosure of a reconciliation of total reportable segments’ measures of profit or loss to the public entity’s consolidated income before income taxes and discontinued operations. In future filings, we propose to restructure our segment disclosure to more clearly disclose processing margin as the measure of segment profit and loss used by the CODM, and then reconcile to operating income (loss) from operations on a consolidated basis rather than by segment. The following revised

United States Securities and Exchange Commission

April 8, 2021

Page 4

disclosure and table included in this response demonstrates the proposed format of this reconciliation:

The Company primarily uses processing margin to measure operating performance. Processing margin is equal to revenue less other cost of services plus residuals expense, which are a component of other cost of services. The following is a summary of reportable segment operating performance and reconciliation to consolidated income from operations for the year ended September 30, 2020:

 As of and for the Year ended September 30, 2020

 Merchant Services  Proprietary Software and Payments  Other  Total

Revenue $ 100,949    $ 50,953    $ (1,768)   $ 150,134

Other cost of services (43,940)   (5,057)   1,767    (47,230)

Residuals 21,618    587    (1,757)   20,448

Processing margin $ 78,627    $ 46,483    $ (1,758)   $ 123,352

Residuals       (20,448)

Selling, general and administrative       (78,323)

Depreciation and amortization       (18,217)

Change in fair value of contingent consideration       1,409

Income from operations       $ 7,773

Total assets $ 206,769    $ 139,107    $ 57,650    $ 403,526

Goodwill $ 115,982    $ 71,023    $ —    $ 187,005

Form 8-K Filed November 19, 2020

Exhibit 99.1, page 11

4.We note the “Acquisition revenue adjustments” included in your various non-GAAP measures. Please tell us in more detail about the nature of the deferred revenue that was written down to fair value. Considering your deferred revenue was adjusted to fair value at the time of acquisition pursuant to GAAP, please tell us how you considered whether your various non-GAAP measures that include this adjustment are substituting an individually tailored recognition and measurement method for a GAAP measure. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that we have included acquisition revenue adjustments in our non-GAAP measures for the purposes of (a) increasing transparency with investors by reducing the potential for

United States Securities and Exchange Commission

April 8, 2021

Page 5

variability, specifically growth, in revenue, which could, without the adjustment, appear overstated relative to the underlying  economics of our acquired contracts and business, (b) providing consistent measures with respect to the Company’s peer group and (c) providing investors with the most comparable and useful information regarding the Company’s historical, current, and expected future performance.

In connection with our acquisitions of software businesses, we generally record a downward adjustment to the deferred revenue of acquired businesses on our opening balance sheet. This reflects the fair value of the underlying commitment to fulfill a performance obligation and is in accordance with the application of ASC 805-20-30-1.

The transactions that give rise to the deferred revenue at the acquired businesses as of the acquisition dates include the SaaS, hosting, and/or maintenance services sold to their customers, which are generally invoiced annually. Revenue is deferred and recognized during the contract term in accordance with GAAP.

As a consequence of the reduction in the book value of deferred revenue we recognize a lower amount of revenue on a GAAP basis post-acquisition as compared to the actual contractual value.

It is important to note that the Company’s deferred revenue adjustments typically only span one year from acquisition as substantially all contract terms are annual renewals, so the related deferred revenue at any point in time will run off within 12 months or less. As such, all individual adjustments are temporary and relate to current liabilities.

When considering whether to include this adjustment in our non-GAAP financial measures, the Company considered the potential for variability, specifically growth, in revenue which could, without the adjustment, appear overstated relative to the underlying economics of its acquired contracts and business. For example, the Company considered a contract that before the acquisition would have resulted in $100 in revenue over the next year, but post-acquisition resulted in $25 in revenue for the fiscal year due to the acquired deferred revenue being measured at fair value. As the nature of much of the Company’s business and its acquired businesses involves the renewal of subscription contracts on a regular basis, if this contract were to then be renewed it would result in $100 in revenue in the renewal year (a 400% increase) despite no change in the Company’s underlying business with the customer. Correspondingly, if the Company were unable to renew the contract and lose the customer, the negative impact to revenue would appear to be only $25 despite having lost a customer and $100 in revenue in the renewal year, associated with the contract’s historical value.

In assessing the appropriateness of the adjustment, we also considered other companies within our industry and found that similar adjustments were common in what the Company considers its peer group. As the Company regularly is compared against others

United States Securities and Exchange Commission

April 8, 2021

Page 6

within its industry, providing this adjustment would serve to facilitate comparisons by investors to help them make informed decisions. By way of example, we have identified precedent for inclusion of this non-GAAP measure in several of our peer companies’ filings, including Global Payments Inc. (described as “Net Revenue Adjustment”) and Fiserv, Inc. (described as “Deferred revenue purchase accounting adjustments”).

When considering whether to include this adjustment in our non-GAAP financial measures, we also considered that financial analysts regularly seek information regarding deferred revenue acquired for modelling purposes. Rather than provide this information only on request, the Company determined that it should provide it transparently within its public disclosures to facilitate comparability, while taking care to reconcile to the GAAP financial measure. We also note that the Company’s externally provided outlook for its fiscal 2021 results as well as market consensus estimates for fiscal 2021 results include the effect of deferred revenue acquired.

Further, the Company believes that disclosure of non-GAAP revenue reflective of the deferred revenue fair value adjustment is not adverse to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations or Rule 100(b) of Regulation G as the adjustment neither accelerates revenue that would be earned over time in accordance with GAAP nor uses any other individually tailored recognition and measurement methods for financial statement line items. Moreover, within the context in which the deferred revenue fair value adjustment is presented, the Company believes that disclosure is compliant with Rule 100(b) of Regulation G as the disclosure neither contains an untrue statement of a material fact nor is misleading. Rather, the disclosure is provided so that investors are better able to understand year over year results and are not left with an incorrect perception that contractual terms were negatively altered at acquisition date or that year over year organic revenue growth was greater than actual in future fiscal years.

Exhibit 99.2, page 1

5.Reference is made to your non-GAAP measures throughout the presentation. Please present the most directly comparable financial measures calculated and presented in accordance with GAAP. Refer to Rule 100(a)(1) of Regulation G.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that we have reviewed the supplemental presentation and believe we have included all reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP within the presentation. Specifically, below we have presented the slides with non-GAAP measures together with the corresponding slides reconciling these measures to the most directly comparable financial measures calculated and presented in accordance with GAAP in parentheses: slide 2 (slides 4 and 5), slide 3

United States Securities and Exchange Commission

April 8, 2021

Page 7

(slides 5 and 8), slide 10 (slide 10), slide 12 (slide 13), slide 15 (slides 17 and 19), slide 16 (slides 18 and 21), slide 24 (slides 26 and 28), slide 25 (slides 27 and 30), and slide 33 (slides 34 and 35). To add clarity going forward, we will add a cross-reference on each slide with non-GAAP measures to the respective slide(s) with the most directly comparable financial measures calculated and presented in accordance with GAAP.

*  *  *  *  *

Please do not hesitate to contact the undersigned at (615) 742-7756 with any questions or comments you may have regarding this letter.

Sincerely,

/s/ Jay H. Knight

Jay H. Knight, Esq.

cc: Clay Whitson, Chief Financial Officer

 Paul Maple, General Counsel and Secretary

 Scott Meriwether, Chief Operating Officer

 Geoff Smith, VP of Finance

 Page Davidson, Bass, Berry & Sims PLC

United States securities and exchange commission logo
March 29, 2021
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed November 23, 2020
8-K Filed November 19, 2020
File No. 1-38532
Dear Mr. Whitson:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2020
Note 2. Summary of Significant Accounting Policies
Use of Estimates, page 92
1.Please explain to us how the change in your policy to allocate stock compensation
expense to your Class B common stock resulted in reductions to the income tax benefit
and your net loss and increases in net loss attributable to non-controlling interest.
Note 16. Segments, page 122
2.Please tell us your consideration of disclosing total expenditures for additions to long-
lived assets for the years presented.  Refer to ASC 280-10-50-25b.
3.You present both income (loss) from operations and processing margin.  If your chief
operating decision maker uses only one measure of a segment's profit or loss in assessing

 FirstName LastNameClay Whitson
 Comapany Namei3 Verticals, Inc.
 March 29, 2021 Page 2
 FirstName LastName
Clay Whitson
i3 Verticals, Inc.
March 29, 2021
Page 2
segment performance and deciding how to allocate resources, segment profit or loss shall
be reported for that measure only.  If the chief operating decision maker uses more than
one measure of a segment's profit or loss, the reported measure shall be the one that
management believes is determined in accordance with the measurement principles most
consistent with those used in measuring the corresponding amount in the public entity's
consolidated financial statements.  Refer to ASC 280-10-50-28.
Form 8-K Filed November 19, 2020
Exhibit 99.1, page 11
4.We note the “Acquisition revenue adjustments” included in your various non-GAAP
measures.  Please tell us in more detail about the nature of the deferred revenue that was
written down to fair value.  Considering your deferred revenue was adjusted to fair value
at the time of acquisition pursuant to GAAP, please tell us how you considered whether
your various non-GAAP measures that include this adjustment are substituting an
individually tailored recognition and measurement method for a GAAP measure.  Refer to
Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations and Rule
100(b) of Regulation G.
Exhibit 99.2, page 1
5.Reference is made to your non-GAAP measures throughout the presentation.  Please
present the most directly comparable financial measures calculated and presented in
accordance with GAAP.  Refer to Rule 100(a)(1) of Regulation G.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-
3336 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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i3 Verticals, Inc.

40 Burton Hills Blvd., Suite 415

Brentwood, Tennessee 37215

February 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549

Attention: Donald Field

Re:    i3 Verticals, Inc.

    Registration Statement on Form S-3

    File No. 333-251386

    Acceleration Request

        Requested Date:     February 10, 2021

        Requested Time:    4:00 p.m. Eastern Time

Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, i3 Verticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-251386) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Jay Knight at (615) 742-7756.

[Signature page follows]

Sincerely,

i3 Verticals, Inc.

By:  /s/ Paul Maple

Name:  Paul Maple

Title:  General Counsel and Secretary

[i3 Verticals, Inc. Acceleration Letter]

United States securities and exchange commission logo
December 21, 2020
Gregory Daily
Chief Executive Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Registration Statement on Form S-3
Filed December 16, 2020
File No. 333-251386
Dear Mr. Daily:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 9, 2019
Gregory Daily
Chairman and Chief Executive Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215
Re:i3 Verticals, Inc.
Registration Statement on Form S-3
Filed August 8, 2019
File No. 333-233126
Dear Mr. Daily:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Jay Knight

CORRESP
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Document

i3 Verticals, Inc.

40 Burton Hills Blvd., Suite 415

Nashville, Tennessee 37215

August 9, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549

Attention: Katherine Bagley

Re: i3 Verticals, Inc.

        Registration Statement on Form S-3

        File No. 333-233126

        Acceleration Request

         Requested Date:  August 9, 2019

         Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, i3 Verticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-233126) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Jay Knight at (615) 742-7756.

[Signature page follows]

Sincerely,

             i3 Verticals, Inc.

By:  /s/ Paul Maple

Name: Paul Maple

Title: General Counsel and Secretary

[i3 Verticals, Inc. Acceleration Letter]

CORRESP
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i3 Verticals, Inc.

40 Burton Hills Blvd., Suite 415

Brentwood, Tennessee 37215

June 3, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance
Office of Consumer Products

100 F Street, NE

Washington, D.C. 20549

Attention:    Danilo Castelli

Re:

 i3 Verticals, Inc.

Registration Statement on Form S-1

File No. 333-231904

Acceleration Request

Requested Date:     June 5, 2019

Requested Time:    4:15 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, i3 Verticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-231904) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Page Davidson at (615) 742-6253.

[Signature page follows]

Sincerely,

i3 Verticals, Inc.

By:

 /s/ Clay Whitson

Name:  Clay Whitson

Title:    Director and Chief Financial Officer

[i3 Verticals, Inc. Acceleration Letter]

CORRESP
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		Document

June 3, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Danilo Castelli

Re:

 i3 Verticals, Inc.

Registration Statement on Form S-1

File No. 333-231904

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Cowen and Company, LLC, Raymond James & Associates, Inc. and BofA Securities, Inc., as representatives of the several underwriters, hereby join i3 Verticals, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-231904) (the “Registration Statement”) to become effective on Wednesday, June 5, 2019, at 4:15 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, we wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

Name:  Bill Follis

Title:    Managing Director

RAYMOND JAMES & ASSOCIATES, INC.

By:

 /s/ Justin Roman

Name:  Justin Roman

Title:    Senior VP

BOFA SECURITIES, INC.

By:

 /s/ Michelle A. H. Allong

Name:  Michelle A. H. Allong

Title:    Authorized Signatory

[Signature Page to Acceleration Request]

May 23, 2019
Clay Whitson
Chief Financial Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, Tennessee 37215
Re:i3 Verticals, Inc.
Draft Registration Statement on Form S-1
Submitted May 20, 2019
CIK No. 0001728688
Dear Mr. Whitson:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Danilo Castelli at (202)551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products
cc:       Jay Knight

CORRESP
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		Document

June 18, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Mara L. Ransom

Jennifer López-Molina

Danilo Castelli

Yolanda Guobadia

William Thompson

Re:

 i3 Verticals, Inc.

Registration Statement on Form S-1

File No. 333-225214

Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Cowen and Company, LLC and Raymond James & Associates, Inc., as representatives of the several underwriters, hereby join i3 Verticals, Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-225214) (the “Registration Statement”) to become effective on Wednesday, June 20, 2018, at 3:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed 106 copies of the preliminary prospectus dated June 11, 2018, as amended, through the date hereof, to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

COWEN AND COMPANY, LLC

By:

 /s/ Bill Follis

Name:

 Bill Follis

Title:

 Managing Director

RAYMOND JAMES & ASSOCIATES, INC.

By:

 /s/ David Castagna

Name:

 David Castagna

Title:

 Managing Director

[Signature Page to Acceleration Request]

CORRESP
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		Document

i3 Verticals, Inc.

40 Burton Hills Blvd., Suite 415

Brentwood, Tennessee 37215

June 18, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:

 Mara L. Ransom

Jennifer López-Molina

Danilo Castelli

Yolanda Guobadia

William Thompson

Re:

 i3 Verticals, Inc.

Registration Statement on Form S-1

File No. 333-225214

 Acceleration Request

 Requested Date:

 June 20, 2018

 Requested Time:

 3:00 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, i3 Verticals, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-225214) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Bass, Berry & Sims PLC by calling Jay H. Knight at (615) 742-7756.

Sincerely,

i3 Verticals, Inc.

By:

 /s/ Greg Daily

Name:

 Greg Daily

Title:

 Chairman and Chief Executive Officer

CORRESP
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		Document

J. Page Davidson

pdavidson@bassberry.com

(615) 742-6253

Jay H. Knight

jknight@bassberry.com

(615) 742-7756

June 14, 2018

Via EDGAR and Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Attention:

 Mara L. Ransom

Jennifer López-Molina

Danilo Castelli

Yolanda Guobadia

William Thompson

Re:

 i3 Verticals, Inc.

Amendment No. 1 Registration Statement on Form S-1

Filed on June 11, 2018

File No. 333-225214

Ladies and Gentlemen:

On behalf of i3 Verticals, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we are concurrently filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-225214) (the “Registration Statement”), which was initially submitted by the Company on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on February 12, 2018, March 23, 2018 and May 10, 2018, and filed with the Commission on May 25, 2018, and subsequently amended by Amendment No. 1 on June 11, 2018. In this letter, we respond to the comment letter from the staff of the Commission (the “Staff”) to Gregory Daily, the Company’s Chief Executive Officer, dated June 12, 2018.  The response provided herein is based on information provided to Bass, Berry & Sims PLC by the Company.  For your convenience, we are also providing four copies of the Registration Statement, marked to show changes against the Registration Statement filed on June 11, 2018.

United States Securities and Exchange Commission

June 14, 2018

Page 2

The Staff’s comments are set forth in italics in the numbered paragraphs below, followed by the Company’s responses.  Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Registration Statement.

General

1.

 Please tell us whether you will be deemed a “controlled company” as defined by the market on which you intend to list your common stock and, if so, whether you intend to rely on any exemptions as a controlled company.  If applicable, please disclose on the prospectus cover page and in the prospectus summary that you are a controlled company, and include a risk factor that discusses the effect, risks and uncertainties of being designated a controlled company.  In this regard, we note your disclosure that the Continuing Equity Owners will hold approximately 69.2% of the voting power and additionally, may redeem their common units of i3 Verticals, LLC for newly issued shares of your Class A common stock.

Response:  According to Nasdaq Marketplace Rule 5615(c)(1), a “controlled company” is defined as a company “of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.”  The Company respectfully advises the Staff that following the offering, no individual, group, or other company will own 50% or more of the voting power for the election of directors of the Company.  There are no contractual voting arrangements among any individual, group or other company as to how to vote their Class A or Class B common stock.  Further, no individual, group or other company has given the Company any indication that they will (i) enter into such an agreement following the consummation of the offering or (ii) file a Schedule 13D with the Commission to indicate they are acting as a group.  As such, although the voting power held by the Continuing Equity Owners in the aggregate totals 69.2% of the aggregate voting power in the Company’s total issued and outstanding share capital immediately after the completion of this offering (assuming an initial public offering price of $12.00 per share), no Continuing Equity Owner or Continuing Equity Owners acting as a group will have more than 50% of the aggregate voting power of the Company.

Because no individual, group or other company will own in excess of 50% of the Company’s outstanding voting power following consummation of the offering, and the Company has received no indication from any individual, group or other company that they intend to act as a group or file a Schedule 13D following consummation of the offering, the Company will not be a “controlled company” under the Nasdaq Marketplace Rules immediately following consummation of the offering.  Moreover, even if the Company was able to qualify as a “controlled company,” the Company does not intend to rely upon the exemption.  Thus, the Company does not intend to rely on the “controlled company exemption” in Nasdaq Marketplace Rule 5615(c)(2) and, pursuant to Nasdaq IM-5615-5, the Company has not provided any disclosures applicable to a controlled company.

United States Securities and Exchange Commission

June 14, 2018

Page 3

Reorganization Transactions, page 7

2.

 Please tell us how you determined the 242,554 shares of Class A common stock owned by you disclosed in the fifth bullet point on page 8.  Please also tell us how you determined the 1,219,170 shares of Class A common stock of i3 Verticals owned by the Former Equity Holders disclosed in the sixth bullet point.

Response:  We acknowledge the Staff’s comment and respectfully advise the Staff that the 242,554 shares of Class A common stock owned by the Continuing Equity Owners result from the voluntary conversion of a portion of the principal amount outstanding under the Junior Subordinated Notes owned by those Continuing Equity Owners electing to convert into shares of our Class A common stock.  In response to the Staff’s comment, we have revised the disclosure on page 8 of the Registration Statement to clarify this language.  In calculating the number of shares, we divided the aggregate balance of Junior Subordinated Notes subject to conversion held by Continuing Equity Owners ($2,910,644) by the midpoint of the price range ($12) to produce 242,554 shares of Class A common stock that will be owned by the Continuing Equity Owners following the Reorganization Transactions.

The 1,219,170 shares of Class A common stock to be owned by the Former Equity Owners result from the conversion in the Reorganization Transactions of 687,436 Class P units in i3 Verticals, LLC owned by Former Equity Owners into 790,559 shares of Class A common stock plus the voluntary conversion of Junior Subordinated Notes owned by those Former Equity Owners electing to convert into 428,611 shares of Class A common stock, calculated by dividing the aggregate balance of Junior Subordinated Notes subject to conversion held by Former Equity Owners ($5,143,332) by the midpoint of the price range ($12).

Use of Proceeds, page 51

3.

 Please explain to us why the use of proceeds to repay approximately $50.4 million of the revolving loan of your Senior Secured Credit Facility differs from the amount disclosed in the first full paragraph on page 68.

Response:  In response to the Staff’s comment, the Company has revised the “Use of Proceeds” section on page 51 of the Registration Statement to explain that the additional proceeds of $2.8 million in cash resulting from the exercise of the warrants held by existing Warrant Holders will also be used to repay the revolving loan of our Senior Secured Credit Facility.  We advise that the $0.1 million difference in the amounts referred to above is as a result of rounding.

United States Securities and Exchange Commission

June 14, 2018

Page 4

Capitalization, page 54

4.

 Please tell us how the adjustment to debt issue cost are presented in the unaudited pro forma interim condensed consolidated statements of operations and disclosed in the notes thereto.

Response:  In response to the Staff’s comment, the Company has revised its presentation and disclosures in the unaudited pro forma interim condensed consolidated statements of operations to include the impact of the lower amortization of debt issuance costs resulting from the assumed payoff of the Mezzanine Notes and the Junior Subordinated Notes and the write-off of the related unamortized debt issuance costs (the pro forma impact of which is reflected in the unaudited pro forma interim condensed consolidated balance sheet).  Please see the revisions in footnote (g) of the unaudited pro forma interim condensed consolidated statements of operations for the six months ended March 31, 2018 on page 72 of the Registration Statement and footnote (h) of the unaudited pro forma interim condensed consolidated statement of operations for the year ended September 30, 2017 on page 79 of the Registration Statement.

Dilution, page 56

5.

 We note your disclosure that i3 Verticals, LLC’s pro forma net tangible book value as of March 31, 2018 prior to this offering and after the assumed redemption was a deficit of $67.1 million. Please provide us with a schedule showing how you calculated the pro forma net tangible book value per share of Class A common stock as of March 31, 2018 prior to the offering and after the Assumed Redemption.  Please also provide us with a schedule showing how you calculated the pro forma net tangible book value per share after the offering after giving effect to the Reorganization Transactions and the Assumed Redemption. In doing so, please tell us why the carrying value of the intangible assets, net as adjusted before the offering and after the offering presented in the unaudited pro forma condensed consolidated balance sheet on page 60 are not considered tangible assets in your computations of pro forma net tangible book value per share before and after the offering.

Response:  In response to the Staff’s comment, the Company has revised the “Dilution” section on page 56 of the Registration Statement to exclude the carrying value of intangible assets, net when calculating our pro forma net tangible book value as of March 31, 2018 prior to this offering and after the Assumed Redemption.  We have also revised all related disclosures dependent on this computation.  As requested by the Staff, the following is a schedule showing how the Company calculated the pro forma net tangible book value per share of Class A common stock as of March 31, 2018 prior to the offering and after the Assumed Redemption (dollars in thousands, except per share amounts):

United States Securities and Exchange Commission

June 14, 2018

Page 5

Total assets

 $

 172,817

Total liabilities

 157,152

Deferred offering costs at March 31, 2018

 2,396

Goodwill

 80,373

Intangible assets, net

 67,866

i3 Verticals, Inc. pro forma net tangible book value, prior to this offering and after the Assumption Redemption

 $

 (134,970

 )

Total shares outstanding, prior to this offering and after Assumed Redemption

 18,626,859

Pro forma net tangible book value per share, prior to this offering and after the Assumption Redemption

 $

 (7.25

 )

As requested by the Staff, the following is a schedule showing how the Company calculated the pro forma net tangible book value per share after the offering after giving effect to the Reorganization Transactions and the Assumed Redemption (dollars in thousands, except per share amounts):

Total assets

 $

 168,762

Total liabilities

 78,390

Goodwill

 80,373

Intangible assets, net

 67,866

i3 Verticals, Inc. pro forma net tangible book value, after the offering after giving effect to the Reorganization Transactions and the Assumed Redemption

 $

 (57,867

 )

Total shares outstanding, after the offering after giving effect to the Reorganization Transactions and the Assumed Redemption

 25,564,607

Pro forma net tangible book value per share, after the offering after giving effect to the Reorganization Transactions and the Assumed Redemption

 $

 (2.26

 )

Unaudited Pro Forma Consolidated Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 61

6.

 Please quantify the effect of each pro adjustment on each line item included in the unaudited pro forma condensed consolidated balance sheet in the footnotes to the extent not presently disclosed. In doing so, please disclose the number of shares of common units issued upon the exercise of existing warrants held by existing Warrant Holders and the related proceeds.

Response:  In response to the Staff’s comment, the Company has revised the unaudited pro forma condensed consolidated balance sheet and related footnotes, beginning on page 60 of the Registration Statement to quantify the effect of each pro forma adjustment.

United States Securities and Exchange Commission

June 14, 2018

Page 6

7.

 We note your disclosure in footnote (d) that all existing Class A units, common units and Class P units of ownership interest will be converted into either Class A voting common units of i3 Verticals LLC or Class B non-voting common units of i3 Verticals LLC. Please tell us how the conversions are reflected in the unaudited pro forma condensed consolidated balance sheet and revise or clarify your disclosures accordingly.

Response: In response to the Staff’s comment, the Company has revised its disclosure in footnote (d) beginning on page 62 of the Registration Statement to reflect how each existing class of equity in i3 Verticals, LLC is converted to Class A voting or Class B non-voting common units of i3 Verticals, LLC.  We have included the number of existing Class A units, common units and Class P units before the Reorganization Transactions, and the corresponding equity values, and how each equity instrument converts to either Class A voting common units and Class B non-voting common units, and the corresponding equity values, resulting from the Reorganization Transactions.  The Company has also indicated that both the Class A voting common units and Class B non-voting common units of i3 Verticals, LLC will be further converted in conjunction with the transactions further described in footnote (e) and will no longer exist prior to this offering.  The value of the newly issued common units of i3 Verticals, LLC has been included within the disclosures for Class B common stock of i3 Verticals, Inc. on the pro forma interim condensed consolidated balance sheet of i3 Verticals, Inc.

8.

 Please tell us how the Former Equity Owners acquired the Class B common units disclosed in note (e)(3) and how the shares are presented in the unaudited pro forma condensed consolidated balance sheet and what consideration you gave to clarifying your disclosure. Please also clarify for us whether the Class B common units are voting units.

Response:  In response to the Staff’s comment, the Company has revised its disclosure in footnote (e)(3) on page 63 of the Registration Statement.  Within footnote (d), we have described the equity instruments that convert to Class B non-voting common units. Within footnote (e), we have included the number of Class B non-voting common units and the number of Class A common stock of i3 Verticals, Inc. into which they will convert along with the corresponding equity value.  The Former Equity Owners will acquire the Class B non-voting common units in the Reorganization Transactions through the conversion of their existing Class P units in i3 Verticals, LLC or through the conversion of the common units held following the exercise of warrants related to our Junior Subordinated Notes.  We have revised our disclosure to include the number of newly issued common units in i3 Verticals, LLC and shares of Class A and Class B common stock of i3 Verticals, Inc. associated with the Former Equity Holders.  We have also included a reconciliation of the total shares of Class A common stock of i3 Verticals, Inc. in our disclosure that includes the shares from the Former Equity Holders, the shares from this offering, and the shares from the volun

Mailstop 3561

June 12, 2018

Gregory Daily
Chief Executive Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, Tennessee 37215

Re: i3 Verticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 11, 2018
  File No. 333 -225214

Dear Mr. Daily :

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 ame ndment 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.

General

1. Please tell us  whether you will be deemed a “ controlled company ” as defined by the
market on which you intend to list your common stock and, if so, whether you intend to
rely on any exemptions as a controlled company.  If applicable, please disclose on the
prospectus co ver page and in the prospectus summary that you are a controlled company,
and include a risk factor that discusses the effect, risks and uncertainties of being
designated a controlled company.  In this regard, we note your disclosure that the
Continuing Eq uity Holders will hold approximately 69.2% of the voting power and
additionally , may redeem their common units of i3 Verticals, LLC for newly issued
shares of your Class A common stock.

Gregory D aily
i3 Verticals, Inc.
June 12, 2018
Page 2

 Reorganization Transactions, page 7

2. Please tell us how you determined the 242,5 54 shares of Class A common stock owned
by you disclosed in the fifth bullet point on page 8.  Please also tell us how you
determined the 1,219,170 shares of Class A common stock of i3 Verticals owned by the
Former Equity Holders disclosed in the sixth bul let point.

Use of Proceeds, page 51

3. Please explain to us why the use of proceeds to repay approximately $50.4 million of the
revolving loan of your Senior Secured Credit Facility differs from the amount disclosed
in the first full paragraph on page 68.

Capitalization, page 54

4. Please tell us how the adjustment to debt issue cost are presented in the unaudited pro
forma interim condensed consolidated statements of operations  and disclosed in the notes
thereto.

Dilution, page 56

5. We note your disclosure that i3 Verticals, LLC’s pro forma net tangible book value as of
March 31, 2018 prior to this offering and after the assumed redemption was a deficit of
$67.1 million.   Please provide us with a schedule show ing how you calculated the pro
forma net tangible  book value per share of Class A common stock as of March 31, 2018
prior to the offering and after the assumed redemption.  Please also provide us with a
schedule show ing how you calculated the pro forma net tangible book value per share
after the offering  after giving effect to the Reorganization T ransactions and the Assumed
Redemption.  In doing so, please tell us why the carrying value of the intangible assets,
net as adjusted before the offering  and after the offering  presented in the unaudited pro
form a condensed consolidated balance sheet  on page 60  are not considered tangible
assets in your computations of pro forma net tangible b ook value per share before and
after the offering.

Unaudited Pro Forma Consolidated Financial Statements

Notes to Unaud ited Pro Forma Condensed Consolidated Balance Sheet , page 61

6. Please quantify the effect of each pro adjustment on each line item included in the
unaudited pro forma condensed consolidated balance shee t in the footnotes to the extent
not presently disclose d.  In doing so, please, disclose the number of shares of common
units issued upon the exercise of existing warrants held by existing Warrant Holders and
the related proceeds .

Gregory D aily
i3 Verticals, Inc.
June 12, 2018
Page 3

 7. We note your disclosure in footnote (d) that all existing Class A units, comm on units and
Class P units of ownership interest will be converted into either Class A voting common
units of i3 Verticals LLC or Class B non -voting common units of i3 Verticals LLC.
Please tell us how the conversion s are reflected in the unaudited pro fo rma condensed
consolidated balance sheet and revise or clarify your disclosures accordingly.

8. Please tell us how the Former Equity Owners acquired the Class B common units
disclosed in note (e)(3) and how the shares are presented in the unaudited pro form a
condensed consolidated balance sheet and what consideration you gave to clarifying your
disclosure.  Please also clarify for us whether the Class B common units are voting units.

9. Please tell us how you determined the interest in 13 Verticals, LLC by i3 Verticals, Inc .
disclosed in footnote (f).

Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations, page 66

10. It appears that the footnote references in the offering adjustments column for interest
expense, net, provision (benefit) for i ncome taxes and net loss attributable to non -
controlling interests are incorrect.  Please revise or advise.

Notes to Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations , page
69

11. We note that you included the weighted average number  of vested shares of Class A
common stock held by Former Equity Holders in note (h).  Please tell us the number of
vested and unvested shares of Class A common stock held by Former Equity Holders.

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 Danilo Castelli, Staff
Attorney , at (202)  551-6521, Jennifer López -Molina, Staff Attorney, at (202)  551-3792  or me at
(202)  551-3720  with any other questions.

Sincerely,

 /s/ Jennifer L ópez for

 Mara L. Ransom
Assistant Director
Office of Consumer Products

cc: J. Paige Davidson
 Jay H. Knight

CORRESP
1
filename1.htm

		Document

Jay H. Knight

jknight@bassberry.com

(615) 742-7756

June 7, 2018

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Attention:

 Mara L. Ransom

 Lisa M. Kohl

 Danilo Castelli

 Yolanda Guobadia

 William Thompson

Re:

 i3 Verticals, Inc.

 Registration Statement on Form S-1 (File No. 333-225214)

Ladies and Gentlemen,

Based on the discussion with the staff of the Securities and Exchange Commission (the “Commission”) regarding i3 Verticals, Inc.’s Registration Statement on Form S-1 (the “Registration Statement”), filed with the Commission on May 25, 2018, please find enclosed changed pages marked to show share- and price-sensitive information that i3 Verticals, Inc. intends to include in Amendment No. 1 to the Registration Statement to be filed on or about June 11, 2018.  The Company is supplementally providing the information in this letter to the Staff in order to assist the Staff in its review of the Registration Statement.

The Company and the underwriters are currently preparing to circulate copies of the preliminary prospectus in connection with the offering as early as June 11, 2018. We would be grateful for the Staff’s efforts to provide any comments as soon as possible.

Please direct any questions or comments regarding this letter or the Registration Statement to the undersigned at (615) 742-7756. Thank you for your assistance.

United States Securities and Exchange Commission

June 7, 2018

Page 2

Sincerely,

/s/ Jay H. Knight

Jay H. Knight, Esq.

Enclosures

cc: (via e-mail)

Greg Daily, Chairman and Chief Executive Officer, i3 Verticals, Inc.

Clay Whitson, Chief Financial Officer, i3 Verticals, Inc.

Paul Maple, General Counsel, i3 Verticals, Inc.

Page Davidson, Bass, Berry & Sims PLC

Jonathan Talcott, Nelson Mullins Riley & Scarborough LLP

Charles Vaughn, Nelson Mullins Riley & Scarborough LLP

2

CORRESP
1
filename1.htm

		Document

J. Page Davidson

pdavidson@bassberry.com

(615) 742-6253

Jay H. Knight

jknight@bassberry.com

(615) 742-7756

May 25, 2018

Via EDGAR and Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Attention:

 Mara L. Ransom

Lisa M. Kohl

Courtney Haseley

Yolanda Guobadia

William Thompson

Re:

 i3 Verticals, Inc.

Draft Registration Statement on Form S-1

Confidentially Submitted on May 10, 2018

CIK No. 0001728688

Ladies and Gentlemen:

On behalf of i3 Verticals, Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for submission with the Securities and Exchange Commission (the “Commission”) a complete copy of the Company’s Registration Statement on Form S-1 (the “Registration Statement”).

The Registration Statement reflects certain revisions to the Draft Registration Statement on Form S-1, which was submitted to the Commission on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act on February 12, 2018, as amended by Amendment No. 1 on March 23, 2018 and Amendment No. 2 on May 10, 2018 (the “Draft Submission”), in response to the comment letter from the staff of the Commission (the “Staff”) to Gregory Daily, the Company’s Chief Executive Officer, dated May 18, 2018. The response provided herein is based on information provided to Bass, Berry & Sims PLC by the Company. For your

United States Securities and Exchange Commission

May 25, 2018

Page 2

convenience, we are also providing four copies of the Registration Statement, marked to show changes against the Draft Submission, in the traditional non-EDGAR format.

The Staff’s comments are set forth in italics in the numbered paragraphs below, followed by the Company’s responses. Unless otherwise indicated, capitalized terms used herein have the meanings ascribed to them in the Registration Statement.

Unaudited Pro Forma Consolidated Financial Information, page 58

1.

 We note your disclosure that the pro forma adjustment for federal, state and local income taxes of i3 Verticals, Inc. is at an effective rate of 39.6% for the six months ended March 31, 2018. Please explain to us why your pro forma effective rate is 39.6% for the six months ended March 31, 2018 in light of the reduction in the corporate income tax rate to 21% per the Tax Cuts and Jobs Act enacted December 22, 2017.

Response: We acknowledge the Staff’s comment and advise that the pro forma effective tax rate on page 58 has been revised to account for the reduction in the corporate income tax rate to 21% per the Tax Cuts and Jobs Act enacted December 22, 2017.

Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations

Notes to Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations, page 66

2.

 We are unable to locate the reference to footnote (h) on page 65 or the reference to footnote (h)(4) on page 68. Please include references to the footnotes in the appropriate table.

Response: We acknowledge the Staff’s comment and the Registration Statement has been revised as requested. Please see page 65 and page 69 of the Registration Statement for additional disclosure.

Unaudited Pro Forma Consolidated Statement of Operations (Continued)

Notes to Unaudited Pro Forma Consolidated Statement of Operations, page 72

3.

 We are unable to locate the reference to footnote (i) on page 71 or the reference to footnote (i)(4) on page 76. Please include references to the footnotes in the appropriate table.

Response: We acknowledge the Staff’s comment and the Registration Statement has been revised as requested. Please see page 72 and page 77 of the Registration Statement for additional disclosure.

*  *  *  *  *

Please do not hesitate to contact the undersigned at (615) 742-6253 or (615) 742-7756, respectively, with any questions or comments you may have regarding this letter.

Sincerely,

/s/ J. Page Davidson

J. Page Davidson, Esq.

and

/s/ Jay H. Knight

Jay H. Knight, Esq.

cc:

 Greg Daily, Chairman and CEO

Clay Whitson, Chief Financial Officer

Paul Maple, General Counsel

Scott Meriwether, Senior Vice President - Finance

Mail Stop 3561
May 18 , 2018

Gregory Daily
Chief Executive Officer
i3 Verticals, Inc.
40 Burton Hills Blvd., Suite 415
Nashville, TN 37215

Re: i3 Verticals , Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 10 , 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 am endment 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.

Unaudited Pro Forma Consolidated Financial Information, page 58

1. We note your disclosure that the pro forma adjustment for federal, state and local income
taxes of i3 Verticals, Inc. is at an effective rate of 39.6% for the six months ended March
31, 2018.   Please explain to us why your pro forma effective rate is 39.6% for the six
months ended March 31, 2018 in light of the reduction in the corporate income tax rate to
21% per the Tax Cuts and Jobs Act enacted December 22, 2017.

Gregory Daily
i3 Verticals, Inc .
May 18, 2018
Page 2

 Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations

Notes to Unaudited Pro Forma Interim Condensed Consolidated Statement of Operations, page
66

2. We are unable to locate the reference to footnote (h) on page 65 or the reference to
footnote (h)(4)  on page 68.  Please include references to the footnotes in the appropriate
table.

Unaudited Pro Forma Consolidated Statement of  Operations (Continued)

Notes to Unaudited Pro Forma Consolidated Statement of Operations, page 72

3. We are unable to locate t he reference to footnote  (i) on page 71  or the reference to
footnote (i )(4) on page 76 .  Please include references to the foot notes in the appropriate
table.

You may contact Yolanda Guobadia , Staff Accountant, at (202) 551 -3562, or William
Thompson, Acc ounting 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

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

Mail Stop 3561
March 13 , 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 February 12, 2018
  CIK No. 0001728688

Dear Mr. Daily:

We have reviewed your 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 lette r 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 a mendment 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.

General

1. Please supplement ally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you,  or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Cover Page

2. Please revise to disclose your dual class capi tal structure and the percentage of voting and
economic interest that will be held by investors in this offering.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 2

 Our Company, page 2

3. Please revise to provide the basis for your statement that “substantial value was created at
both iPayment, Inc. an d PMT Services, Inc.”  Please also state that there is no guarantee
that your executives will be able to create similar value for your company.  Please
similarly revise your disclosure on page 90 regarding your executive management team’s
“proven track rec ord of successfully building publicly -traded payments businesses.”

Risk Factors

We are a holding company with no operations of our own, page 35

4. Please disclose whether you currently anticipate that i3 Verticals, LLC will be restricted
from making dis tributions to you pursuant to the financing agreements that will be in
effect following the offering.

Our Organizational Structure

Organizational Structure Following this Offering, page 48

5. Please clarify how the company will manage the business of i3 Verticals, LLC following the
offering. Please discuss, for example, whether the company will have any employees, other
than the named executive officers discussed in the prospectus, or if all such functions will
reside at the i3 Verticals, LLC or other sub sidiary level.

Unaudited Pro Forma Consolidated Financial Information

Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 62

6. Please describe the valuation techniques and inputs used to determine the provisional
acquisition -date fair values for  acquired merchant relationships, non -compete
agreements, trade name and deferred revenue used to determine the fair value on
contingent consideration.

Notes to Unaudited Pro Forma Consolidated Statements of Operations, page 6 6

7. Please disclose the natu re and terms of the compensation contractual arrangements in pro
forma adjustment (d) (1).

8. Please  disclose the current interest rate used in computing pro forma adjustment (d) (4).
Further, if the actual interest rate  disclosed can vary from that depic ted please also
disclose the effect on income of a 1/8 percent variance.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Operating Metrics, page 74

9. You state that measuring period -to-period payment volume attrition is a key operating
metric.  Please revise to provide results of this metric for a recent period .

10. We note that payment volume is a key metric by which you evaluate your perform ance.
We further note that “[p]ayment volume reflects the addition of new clients and same
store payment volume growth of existing clients.”  Please tell us whether you track
payment volume from new clients and existing clients separately, particularly in lieu of
the fact that period to period growth attributable to payment volume in the aggregate was
21% and part of your strategy is acquisition -driven growth.  If so, please advise what
consideration you gave to disclosing those components of your payment v olume metric.

Results of Operations

Revenue, page 75

11. Please revise to quantify the total amount of revenue attributable to “discount fees” and
the amount of revenue attributable to other revenue -generating activities such as software
licensing sub scriptions and other POS -related solutions, to the extent material.  Refer to
Item 303 of Regulation S -K.

12. To the extent practicable, please quantify the increase in revenue attributable to the
increased payment volume of $1.8 billion.  Please also quantif y the increase in payment
volume revenue attributable to acquisitions.  Refer to Item 303 of Regulation S -K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, page 82

13. Please quantify and provide an analysis of the impact of critical accounting estimates on
your financial position and results of operations for the periods presented , including the
effect of changes in critical accounting estimates between periods to the extent such
changes h ad a significant effect on your financial position or operating results.  In
addition, please revise to include a qualitative and quantitative analysis of the sensitivity
of reported results to changes in assumptions, judgments, and estimates when reasonab ly
likely changes in assumptions, judgments and estimates would have a material effect on
your financial cond ition or operating performance.  R efer to SEC Release No. 33 -8350.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 4

 Contractual Obligations, page 81

14. Please include contingent consideration payable and other long -term liabilities in the
table of contractual obligations or disclose why such liabilities are omitted.

Goodwill, page 84

15. Please disclose that material goodwill does not exist at reporting units that are at risk at
failing step o ne or that no reporting units are at risk.  Otherwise, please provide the
following disclosures for each reporting unit that is at risk of failing step one of the
impairment test:

 The percentage by which fair value exceeded carrying value as of the date o f the most
recent test;

 The amount of goodwill allocated to the reporting unit;

 A description of the methods and key assumptions used and how the key assumptions
were determined;

 A discussion of the degree of uncertainty associated with key assumptions.   The
discussion regarding uncertainty should provide specifics to the extent possible; and

 A description of potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions.

Business

Distributi on Partners, page 103

16. Here, or in another appropriate place in the prospectus, please briefly elaborate upon the
financial concessions you may need to pay to maintain loyalty or exclusivity with
distribution partners.  In this regard, we note your disclos ure on page 20.

Certain Relationships and Related Party Transactions

Tax Receivable Agreement, page 129

17. Please enhance your disclosure by providing an estimated  range of the future payment
amount s you expect to pay under the agreement to the Continuing Equity Owners and  the
anticipated timing of such payments.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 5

 Financial Statements

i3 Verticals, LLC  and Subsidiaries

General

18. Please update your financial statements  in accordance with Rule 8-08 of Regulation S -X.
Please also update unaudited pro forma financial information on page 75.

Consolidated Statements of Operations, page F -4

19. Please disclose basic and diluted income (loss) per common unit in accordance with ASC
260.  Please also present pro forma income taxes and pro forma net income (loss)  per
common unit.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Long -Term Debt, Net, page F -24

20. We note your disclosure regarding dividend policy on page 53.  Please describe the most
significant r estrictions on the payment of d ividends, indicating their sources, their
pertinent provisions and the amount of members’ equity or income restricted or free of
restrictions.  Please refer to Rule 4 -08(e) of Regulation S -X.

14. Commitments and Contingencies

Litigation, page F -33

21. We note that you considered all ordinary course  legal proceedings in formulating your
disclosures and assessments.  However, since you only referred to legal proceedings
which are probable of being asserted, please confirm that:

 you disclose nature of accruals for estimated losses from a loss continge ncy when it is
probable that a liability has been incurred and the amount of loss can be reasonably
estimated; and

 you disclose the nature of the contingency and an estimate of the possible loss or
range of loss or a statement that such an estimate cannot  be made if there is at least a
reasonable possibility that a loss or additional loss may have been incurred and an
accrual is not made or an exposure to loss exists in excess of the amount accrued;

Please refer to ASC 450 -20-25-2 and ASC 450 -20-50-3 thro ugh ASC 450 -20-50-6.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 6

In addition, please disclose your accounting policies for the recognition and disclosure of
loss contingencies.

Related Party Transactions, page F -33

22. Please tell us your basis in GAAP for treating revenues and expenses related to
processing payment card transactions for merchants designed by Axia Tech.  Please cite
the authoritative guidance applied.

16. Segments, page F -34

23. We note that you primarily use processing margin to measure segment operating
performance.  Please revise your disclosure to describe how you define and calculate
processing margin.  Please also tell us why the processing margin segment measure is not
reflected in the summary of rep ortable segment operating performance for the years
ended September 30, 2017 and 2016.

24. Please tell us what consideration you gave to disclosing the factors used to identify
reportable segments .  Please refer to ASC 280 -10- 50-21.  Also, please tell us t he
significance of B2B payment processing revenues and how B2B payment services is
presented in your segment reporting .

Fairway Payments, Inc.

Financial Statements

25. Please update the financial statements in accordance with Rule 8 -08 of Regulation S -X.

San Diego Cash Register Company, Inc.

Financial Statements

26. Please update your fina ncial statements in accordance with Rule 8 -08 of Regulation S -X.

Gregory Daily
i3 Verticals, Inc .
March 13,  2018
Page 7

 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