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,
                                                            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

             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

       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
February  NameLegalApp
            2021        Holdings, Inc.
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
Factors Affecting Our Performance, page 72

4.       We note that the total ARR expansion from FY2014 to FY2020 has been
         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
 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
      Agreement that will be effected following the completion of the offering
will have board
      appointment or nomination rights related to the current board.

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.

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

FirstName LastNameJohn Hall
                                                            Division of
Corporation Finance
Comapany NameLegalApp Holdings, Inc.
                                                            Office of
February 26, 2021 Page 3
cc:       Lona Nallengara, Esq.
FirstName LastName