TEXT-EXTRACT 2 filename2.txt 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