S-3ASR 1 ny20072920x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INTAPP, INC.

(Exact name of registrant as specified in its charter)


Delaware			46-1467620
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

3101 Park Blvd

Palo Alto, California 94306

(650) 852-0400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Hall

Chief Executive Officer

Intapp, Inc.

3101 Park Blvd

Palo Alto, CA 94306

(650) 852-0400

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Kristina Trauger Linklaters LLP 1290 Avenue of the Americas New York, NY 10104 (212) 903-9575			Steven Todd General Counsel Intapp, Inc. 300 S. Tryon Street, Suite 1200 Charlotte, NC 28202 (650) 852-0400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐


			Page
About This Prospectus			1
Basis of Presentation			2
Trademarks			2
Market and Industry Data			2
The Company			3
Risk Factors			4
Cautionary Note Regarding Forward-Looking Statements			5
Use of Proceeds			7
Description of Capital Stock			8
Description of Debt Securities			14
Description of Other Securities			21
Global Securities			22
Selling SecurityHolders			25
Plan of Distribution			26
Legal Matters			29
Experts			29
Where You Can Find More Information			30
Incorporation of Certain Information By Reference			31


	Common Stock Beneficially Owned
Name of Beneficial Owner	Prior to this Offering		Maximum number of common stock shares that may be offered pursuant to the prospectus	After this Offering
	Number	%		Number	%
Entities affiliated with Anderson⁽¹⁾	17,146,805	22.27%	17,146,805	—	*
John Hall⁽²⁾	6,246,551	8.11%	6,029,637	216,914	*


SEC registration fee			$ ^*
Legal fees and expenses			^**
Accounting fees and expenses			^**
Printing expenses			^**
Transfer agent fees and expenses			^**
Trustee fees and expenses			^**
Warrant agent fees and expenses			^**
Miscellaneous			^**
Total			$ ^**


Exhibit Number			Description
1.1*			Form of Underwriting Agreement.
3.1			Amended and Restated Certificate of Incorporation of Intapp, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
3.2			Amended and Restated Bylaws of Intapp, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 20, 2025).
4.1			Second Amended and Restated Registration Rights Agreement, dated as of July 2, 2021, by and among Intapp, Inc., Great Hill Equity Partners IV, L.P., Great Hill Investors, LLC, Anderson Investments Pte. Ltd. and the individuals party thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021).
4.2*			Form of Specimen Certificate Representing Preferred Stock.
4.3*			Form of Indenture.
4.4*			Form of Debt Security.
4.5*			Form of Warrant.
4.6*			Form of Warrant Agreement.
4.7*			Form of Purchase Contract Agreement.
4.8*			Form of Unit Agreement.
5.1			Opinion of Linklaters LLP.
23.1			Consent of Linklaters LLP (included in Exhibit 5.1).
23.2			Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1			Powers of Attorney (incorporated by reference to the signature page hereto).
25.1*			Form T-1 Statement of Eligibility and Qualification respecting the Debt Securities
107			Filing Fee Table.


Signature	Title	Date

/s/ John Hall	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	May 13, 2026
John Hall		May 13, 2026

/s/ David Morton	Chief Financial Officer (Principal Accounting and Financial Officer)	May 13, 2026
David Morton		May 13, 2026

/s/ Beverly Allen	Director	May 13, 2026
Beverly Allen	Director	May 13, 2026

/s/ Nancy Harris	Director	May 13, 2026
Nancy Harris	Director	May 13, 2026

/s/ Ralph Baxter	Director	May 13, 2026
Ralph Baxter	Director	May 13, 2026

/s/ Marie Wieck	Director	May 13, 2026
Marie Wieck	Director	May 13, 2026

/s/ Martin Fichtner	Director	May 13, 2026
Martin Fichtner	Director	May 13, 2026

/s/ George Neble	Director	May 13, 2026
George Neble	Director	May 13, 2026

/s/ Charles Moran	Director	May 13, 2026
Charles Moran	Director	May 13, 2026

Intapp, Inc.

/s/ John Hall

John Hall
Chief Executive Officer