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United States securities and exchange commission logo
February 26, 2021
John Hall
Chief Executive Officer
LegalApp Holdings, Inc.
3101 Park Blvd
Palo Alto, CA 94306
Re: LegalApp Holdings,
Inc.
Draft Registration
Statement on Form S-1
Submitted February
1, 2021
CIK No. 0001565687
Dear Mr. Hall:
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 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.
Draft Registration Statement on Form S-1 Submitted on February 1, 2021
Prospectus Summary, page 1
1. Please further explain
how you calculated the total addressable market of $23.9 billion,
including any material
assumptions. For example, clarify whether you based the
calculation on the
60,000 firms in the underserved market that you reference on page 13.
Clarify the nature of
the firms included in this figure, such as size or geographic region.
Further, revise your
statement that the private capital, investment banking, legal,
accounting and
consulting industries represent a "$3 trillion sector" to clarify whether this
represents total
revenues or another measure.
John Hall
FirstName LastNameJohn
LegalApp Holdings, Inc. Hall
Comapany26,
February NameLegalApp
2021 Holdings, Inc.
February
Page 2 26, 2021 Page 2
FirstName LastName
Risk Factors
Our amended and restated certificate of incorporation will designate a state or
federal court
located , page 55
2. Since your exclusive forum provision provides for federal courts to
have exclusive
jurisdiction over Securities Act claims, please briefly discuss the
uncertainty as to whether
a court would enforce such a provision. Also state that investors
cannot waive compliance
with the federal securities laws and the rules and regulations
thereunder. Further, please
describe your exclusive forum provision in your Description of Capital
Stock section.
Use of Proceeds, page 61
3. We note that your management will have broad discretion as to the use
of the net offering
proceeds and that you intend to repay certain amounts
outstanding under your credit
facility. Please clarify whether it is your intention to pay down the
$273 million
outstanding under the term loan and/or the $10 million under the
credit facility in its
entirety or substantially all of these amounts.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenues
Factors Affecting Our Performance, page 72
4. We note that the total ARR expansion from FY2014 to FY2020 has been
decreasing.
Please discuss the underlying business drivers and factors that have
contributed to this
decrease. Disclose whether any of the factors constitutes a trend or
uncertainty that is
reasonably likely to have a material effect on the financial condition
of the company.
Refer to Section IV of SEC Release 33-8350.
Key Business Metrics, page 74
5. Please disclose the number of clients with contracts greater than
$100,000 of ARR in
fiscal year 2019.
Results of Operations, page 78
6. We note that your operating subsidiary, Intapp Inc., has announced
that it will cease
selling non-cloud based products as of January 1, 2021. In accordance
with Items
303(b)(2)(i) and (ii) of Regulation S-K, tell us and disclose your
consideration of the
uncertainties and the impact of this event on your future operations.
To the extent
material, discuss how this change may impact future revenue, cost of
revenues, and
income from continuing operations.
Principal Stockholders, page 130
7. Please disclosure the natural person(s) that hold voting and/or
investment power over the
shares held by Temasek and Great Hill, and their respective
affiliates.
John Hall
LegalApp Holdings, Inc.
February 26, 2021
Page 3
8. We note that several of your directors are affiliated with Temasek and
Great Hill
Partners. Please disclose whether the current directors were appointed
pursuant to an
existing Stockholders' Agreement. Further, please advise whether the
Stockholders'
Agreement that will be effected following the completion of the offering
will have board
appointment or nomination rights related to the current board.
Exhibits
9. Please tell us whether you intend to file the director service agreement
with Charles
Moran. See Item 601(b)(10) of Regulation S-K.
General
10. Please supplementally 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.
You may contact Joseph M. Kempf, Senior Staff Accountant, at (202)
551-3352 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameJohn Hall
Division of
Corporation Finance
Comapany NameLegalApp Holdings, Inc.
Office of
Technology
February 26, 2021 Page 3
cc: Lona Nallengara, Esq.
FirstName LastName