TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 22, 2021 John Hall Chief Executive Officer Intapp, Inc. 3101 Park Blvd Palo Alto, CA 94306 Re: Intapp, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 21, 2021 File No. 333-256812 Dear Mr. Hall: We have reviewed your amended registration statement and have the following comment. In our comment, 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 comment applies to your facts and circumstances or do not believe an amendment 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 our comment, we may have additional comments. Amendment No. 1 of Form S-1 filed June 21, 2021 Dilution, page 70 1. Revise to clarify that on both a historical and pro forma basis you have a net tangible deficit, not book value. In addition, you should clarify that after giving effect to your sale of shares of common stock in the offering there will be a pro forma as adjusted net tangible deficit. The offering will result in an immediate decrease in net tangible deficit to existing stockholders etc. Similarly revise the line-item descriptions of the per share amounts. John Hall FirstName Intapp, Inc.LastNameJohn Hall Comapany June NameIntapp, Inc. 22, 2021 June 22, Page 2 2021 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Technology cc: Lona Nallengara, Esq.