United States securities and exchange commission logo

                              May 26, 2021

       Marc Thompson
       Chief Financial Officer
       EverCommerce Inc.
       3601 Walnut Street, Suite 400
       Denver, Colorado 80205

                                                        Re: EverCommerce Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted May 10,
                                                            CIK No. 0001853145

       Dear Mr. Thompson:

             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

              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. Unless we note otherwise, our references to prior comments are
to comments in our
       April 27, 2021 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 10, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Overview, page 62

   1.                                                   We note your response
and revised disclosures to prior comment 8. In order to support
                                                        your disclosure that
you attract customers both from acquisitions and organically, which
                                                        you indicate is a key
growth strategy, and to balance your disclosure of revenue related to
                                                        acquisitions in each
period, please further revise to indicate, at minimum, how much of
                                                        your increase in
customers was due to acquisitions in each period.
 Marc Thompson
FirstName  LastNameMarc Thompson
EverCommerce   Inc.
May        NameEverCommerce Inc.
     26, 2021
May 26,
Page 2 2021 Page 2
FirstName LastName
2.       We note your response to prior comment 8. Please provide us with your
pro forma
         revenue retention rate for each of the quarters in fiscal 2019 and
2020 as well as the first
         quarter of 2021.
3.       We note your response and revised disclosures to prior comment 10.
Please revise to
         clarify whether direct sales and marketing costs included in this
measure relate to
         customers obtained through your various acquisitions. Also, further
revise to clearly state
         this metric is not based on GAAP information and to address any
factors that may
         positively or negatively impact the calculation of this metric.
Key Business and Financial Metrics, page 67

4.       We note your response and revised disclosures to prior comment 12.
However, it is still
         unclear how this measure reflects the "organic growth" of your
business. In this regard,
         organic revenue growth is typically attributable to increased sales
from your own business
         operations and not growth generated through acquisitions. Please
revise to accurately
         describe what this measure represents, which is pro forma revenue from
         acquired during the period including revenues generated during periods
when you did not
         yet own the businesses, and not organic revenue generated by your own
Non-GAAP Financial Measures, page 68

5.       We note your response to prior comment 13. While we note that you do
not allocate
         depreciation and amortization to cost of revenue for income statement
         purposes, in order to reconcile this non-GAAP measure to the most
directly comparable
         GAAP measure of gross profit you should provide a calculation of gross
profit which
         includes the allocated portion of amortization and depreciation to
cost of revenue. Please
         revise. Refer to Item 10(e)(i)(A) of Regulation S-K and SAB Topic
6.       We note your response to prior comment 14. We continue to believe that
         purchase accounting adjustments for deferred revenue substitutes
individually tailored
         recognition and measurement methods for those of GAAP. Please revise
to remove these
         adjustments. Refer to Question 100.04 of the Non-GAAP Compliance and
         Interpretations and Rule 100(b) of Regulation G.
7.       We note your response to prior comment 15 regarding your non-GAAP
adjustment for
         acquisition related non-recurring costs. You state in your response
that these costs do not
         drive revenue and business growth and are not part of your normal
recurring operations.
         However, given the frequency and number of acquisitions completed in
each period, and
         the fact that you consider acquiring businesses and solutions to be
part of your key growth
         strategy that supports customer and business growth and expanded
market share, it
         appears acquisitions are a key part of your normal business operations
and strategy.
         Further, while you state that each individual acquisition is a
distinct event, the volume of
         these transactions in their totality (e.g. 13 in fiscal 2019, 9 in
fiscal 2020 and 3 to date in
 Marc Thompson
EverCommerce Inc.
May 26, 2021
Page 3
      fiscal 2021) cannot be ignored when considering the recurring nature of
such adjustment.
      Accordingly, please revise to remove this adjustment. Refer to Item
10(e)(ii)(B) and
      Question 100.01 of the Non-GAAP Compliance and Disclosure
Comparison of the Years Ended December 31, 2020 and 2019 - Revenues, page 74

8.    We note your response and revised disclosures to prior comment 18. Please
revise to
      better address the specific reasons for this increase in your revenue,
including the amount
      due to new or acquired customers versus the amount due to upsells to
existing customers,
      as well as the amount due to other factors such as pricing changes. Also,
clarify for us
      your reference to the amount of revenue contributed from acquisitions
      during the period and how that supports the period-over-period increase
in revenue. In this
      regard, you had numerous acquisitions throughout 2019 for which you
recognized a full
      year of revenue during fiscal 2020, but it is unclear from your
disclosures how those
      acquisitions impacted your revenue growth. Similarly, in your March 31
results discussion
      you quantify the revenue from the 2021 acquisitions; however, it would
seem the six
      acquisitions that occurred after the first quarter of 2020 also impacted
your March 31,
      2021 revenue growth. Please revise your disclosures as necessary.
Notes to Consolidated Financial Statements
Note 4. Revenue, page F-27

9.    We note your revised disclosures in response to prior comment 23. Please
further revise
      to disclose, as you state in your response, that legal contracts with
termination rights are
      considered to be one month contracts and are therefore excluded from your
      performance obligation disclosures.
       You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
regarding comments on the financial statements and related matters. Please
contact Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at
(202) 551-3453
with any other questions.

FirstName LastNameMarc Thompson
                                                             Division of
Corporation Finance
Comapany NameEverCommerce Inc.
                                                             Office of
May 26, 2021 Page 3
cc:       Benjamin J. Cohen
FirstName LastName