Jan Woo, Esq.

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Woo:

On behalf of EverCommerce Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated May 26, 2021, relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 submitted on May 10, 2021 (“Amendment No. 1”). We are submitting this letter via EDGAR and have publicly filed a revised Registration Statement on Form S-1 (the “Registration Statement”). For the Staff’s reference, we are also submitting, through the Commission’s Accellion/KiteWorks secure file transfer system, copies of this letter as well as both a clean copy of the Registration Statement and a copy marked to show all changes from the version confidentially submitted on May 10, 2021.

In this letter, the bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. Except for page references appearing in the headings and Staff comments below  (which are references to Amendment No. 1), all page references herein correspond to the page of the Registration Statement.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on pages 66 and 69 of the Registration Statement.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s pro forma revenue retention rate for each of the quarters in fiscal 2019 and 2020, as well as the first quarter of 2021 was as follows:

Q1 2019	Q2 2019	Q3 2019	Q4 2019	Q1 2020	Q2 2020	Q3 2020	Q4 2020	Q1 2021
99.9%	99.6%	99.4%	99.7%	99.4%	98.5%	99.1%	99.1%	99.1%

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page 67 of the Registration Statement.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page 70 of the Registration Statement.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on pages 70 and 71 of the Registration Statement to reconcile to the most directly comparable GAAP measure of gross profit, including an allocated amount of amortization and depreciation for cost of revenue. 

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on pages 71 and 72 of the Registration Statement.

Response: The Company respectfully acknowledges your comment and continues to believe that its non-GAAP adjustment for acquisition related costs is an appropriate add back in accordance with Item 10(e)(ii)(B) and Question 100.01 of the Non-GAAP Compliance and Disclosure Interpretations.  In particular, the Company notes that while acquisitions are part of the Company's growth strategy, it is very focused on investing and growing organically, and its business is not dependent on making acquisitions.  In addition, while we acknowledge your point regarding the volume of our M&A transactions, our basis for the adjustment is due to the nature of the costs, not the frequency.  We believe that acquisition costs do not represent normal cash operating expenses necessary to operate the Company's business.  As noted in the Company's explanation of Adjusted EBITDA, acquisition costs only reflect specific deal-related costs, such as legal fees, financial and tax due diligence, consulting fees and escrow fees.  This adjustment does not represent integration costs, or other operating expenses necessary to operate these entities post-acquisition.  Moreover, while the Company has frequently acquired companies in the past, the amount and size of these acquisitions varies from period to period and historical trends are not necessarily indicative of future periods.  In some periods the Company may acquire fewer companies of greater size, while in other periods the Company may acquire more companies of smaller size. The Company believes that given the non-operational nature of, and variability in these costs, adjusting for these costs provides useful supplemental information that helps investors and analysts analyze the underlying trends in its financial results based on its ongoing cash operating expenses.  In response to the Staff's comment, the Company has removed the label “non-recurring” from its adjustment.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on pages 75 and 77 of the Registration Statement.

Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company has revised the disclosure on page F-28 of the Registration Statement.

We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 212-906-1623 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

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