(1)	Includes the offering price of any additional shares of Class A common stock that the underwriters have the right to purchase to cover overallotments.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)	The Registrant previously paid $10,683 of this amount in connection with the prior filing of this registration statement.

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•	make additional acquisitions;

•	market our products and services;

•	expand our client support and service operations;

•	hire additional marketing, client support and administrative personnel; and

•	implement new and upgraded operational and financial systems, procedures and controls.

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•	loss of revenues;

•	loss of clients;

•	loss of client and cardholder data;

•	fines imposed by payment networks;

•	harm to our business or reputation resulting from negative publicity;

•	exposure to fraud losses or other liabilities;

•	additional operating and development costs; or

•	diversion of management, technical and other resources, among other consequences.

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•	we may not be able to identify suitable acquisition candidates or acquire additional assets on favorable terms;

•	we may compete with others to acquire assets, which competition may increase, and any level of competition could result in decreased availability or increased prices for acquisition candidates;

•	we may compete with others for select acquisitions and our competition may consist of larger, better-funded organizations with more resources and easier access to capital;

•	we may experience difficulty in anticipating the timing and availability of acquisition candidates;

•	we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions; and

•	we may not be able to generate cash necessary to execute our acquisition strategy.

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•	incur liens on property, assets or revenues;

•	incur or guarantee additional debt or amend our debt and other material agreements;

•	declare or make distributions and redeem or repurchase equity interests or issue preferred stock;

•	prepay, redeem or repurchase debt;

•	make loans and investments;

•	enter into any sale-and-leaseback of property;

•	engage in certain business activities; and

•	engage in mergers and asset sales.

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•	prohibiting the use of cumulative voting for the election of directors;

•	advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and

•	certain limitations on convening special stockholder meetings.

•	prior to such time, our Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the votes of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•	at or subsequent to that time, the business combination is approved by our Board of Directors and by the affirmative vote of holders of at least 66 2/3% of the votes of our outstanding voting stock that is not owned by the interested stockholder.

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•	our ability to generate revenues sufficient to maintain profitability and positive cash flow;

•	competition in our industry and our ability to compete effectively;

•	our dependence on non-exclusive distribution partners to market our products and services;

•	our ability to keep pace with rapid developments and changes in our industry and provide new products and services;

•	liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of our services;

•	technical, operational and regulatory risks related to our information technology systems and third-party providers’ systems;

•	reliance on third parties for significant services;

•	exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards;

•	our ability to increase our existing vertical markets, expand into new vertical markets and execute our growth strategy;

•	our ability to successfully complete acquisitions and effectively integrate those acquisitions into our services;

•	degradation of the quality of our products, services and support;

•	our ability to retain clients, many of which are SMBs, which can be difficult and costly to retain;

•	our ability to successfully manage our intellectual property;

•	our ability to attract, recruit, retain and develop key personnel and qualified employees;

•	risks related to laws, regulations and industry standards;

•	our indebtedness and potential increases in our indebtedness;

•	operating and financial restrictions imposed by our Senior Secured Credit Facility; and

•	the other factors described in “Risk Factors.”

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•	our ability to generate revenues sufficient to maintain profitability and positive cash flow;

•	competition in our industry and our ability to compete effectively;

•	our dependence on non-exclusive distribution partners to market our products and services;

•	our ability to keep pace with rapid developments and changes in our industry and provide new products and services;

•	liability and reputation damage from unauthorized disclosure, destruction or modification of data or disruption of our services;

•	technical, operational and regulatory risks related to our information technology systems and third-party providers’ systems;

•	reliance on third parties for significant services;

•	exposure to economic conditions and political risks affecting consumer and commercial spending, including the use of credit cards;

•	our ability to increase our existing vertical markets, expand into new vertical markets and execute our growth strategy;

•	our ability to successfully complete acquisitions and effectively integrate those acquisitions into our services;

•	degradation of the quality of our products, services and support;

•	our ability to retain clients, many of which are SMBs, which can be difficult and costly to retain;

•	our ability to successfully manage our intellectual property;

•	our ability to attract, recruit, retain and develop key personnel and qualified employees;

•	risks related to laws, regulations and industry standards;

•	our indebtedness and potential increases in our indebtedness;

•	operating and financial restrictions imposed by our Senior Secured Credit Facility; and

•	the other factors described in “Risk Factors.”

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•

We will amend and restate the existing limited liability company agreement of i3 Verticals, LLC to, among other things, (1) convert all existing Class A units, common units (including common units issued upon the exercise of existing warrants held by the existing Warrant Holders) and Class P units of ownership interest in i3 Verticals, LLC into either 17,836,300 Class A voting common units of i3 Verticals, LLC or  687,436  Class B non-voting common units of i3 Verticals, LLC and (2) appoint i3 Verticals, Inc. as the sole managing member of i3 Verticals, LLC upon its acquisition of common units in connection with this offering.

•

We will amend and restate i3 Verticals, Inc.’s certificate of incorporation to provide for, among other things, Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock will entitle its holder to one vote on all matters to be voted on by stockholders. Shares of our Class B common stock, however, may be held only by the Continuing Equity Owners and their permitted transferees in proportion to the number of outstanding common units of i3 Verticals, LLC they hold as described in “Description of Capital Stock—Class B Common Stock.” Class B common stock has no economic rights.

•

Immediately following the Initial Recapitalization, we will consummate a merger by and among i3 Verticals, LLC, i3 Verticals, Inc. and MergerSub whereby: (1) MergerSub will merge with and into i3 Verticals, LLC, with i3 Verticals, LLC as the surviving entity; (2) Class A voting common units will be converted into newly issued common units in i3 Verticals, LLC together with an equal number of shares of Class B common stock of i3 Verticals, Inc., and (3) Class B common units will be converted into Class A common stock of i3 Verticals, Inc. based on a conversion ratio that provides an equitable adjustment to reflect the full value of the Class B common units.

•

We will issue 671,167 shares of our Class A common stock pursuant to a voluntary private conversion of certain subordinated notes (the “Junior Subordinated Notes”) by certain related and unrelated creditors of i3 Verticals, LLC. In this conversion, certain eligible holders of Junior Subordinated Notes have elected to convert approximately $8.1 million  in aggregate indebtedness into Class A common stock.

•	We will issue 6,650,000   shares of our Class A common stock to the purchasers in this offering (or 7,647,500 shares if the underwriters exercise their overallotment option in full) i n exchange for net proceeds of approximately $74.2  million (or approximately $85.3  million if the underwriters exercise the overallotment option in full).

•

We will use all of the net proceeds from this offering to purchase (1) 6,266,583 newly issued common units (or 7,264,083 common units if the underwriters exercise their overallotment option in full) directly from i3 Verticals, LLC, and (2) 383,417 common units directly from a Continuing Equity Owner, in each case at a price per common unit equal to the price per share paid by the underwriters for shares of our Class A common stock in this offering. (The Continuing Equity Owner is not a director, executive officer or other person or entity which is or will become a holder of 5% or more of our voting securities upon the consummation of the Reorganization Transactions.) We will own 31.7% of i3 Verticals, LLC’s outstanding common units following this offering (or 34.3% if the underwriters exercise their overallotment option in full).

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i3 Verticals, LLC intends to use the net proceeds from the sale of common units to i3 Verticals, Inc., after deducting offering expenses, to repay as described under “Use of Proceeds” a total of approximately $69.0 million in outstanding debt under (a) the Junior Subordinated Notes in the aggregate principal amount outstanding of $8.1 million , (b) notes payable in the aggregate principal amount of $10.5 million ( the “ Mezzanine Notes ”) to three related creditors and (c) the senior secured credit facility of i3 Verticals, LLC (the “ Senior Secured Credit Facility ”), which includes a term loan and a revolving loan facility, in the aggregate principal amount of $50.4 million . i3 Verticals, LLC intends to repay the Junior Subordinated Notes and the Mezzanine Notes in full.

•	i3 Verticals, Inc. will enter into (1) the Tax Receivable Agreement with i3 Verticals, LLC and each of the Continuing Equity Owners and (2) the Registration Rights Agreement with certain Continuing Equity Owners. For a description of the terms of the Tax Receivable Agreement and the Registration Rights Agreement, see “Certain Relationships and Related Party Transactions.”

•

The Former Equity Owners (1) will own  1,219,170  shares of Class A common stock of i3 Verticals, Inc., representing approximately 4.8% of the combined voting power of all of the common stock of i3 Verticals, Inc. and approximately 4.8% of the economic interest in i3 Verticals, Inc. (or approximately 4.6% of the combined voting power and approximately 4.6% of the economic interest if the underwriters exercise their overallotment option in full), and (2) through i3 Verticals, Inc.’s ownership of i3 Verticals, LLC’s common units, indirectly will hold approximately 4.8% of the economic interest in i3 Verticals, LLC (or approximately 4.6% if the underwriters exercise their overallotment option in full).

•	i3 Verticals, Inc. will be a holding company and its principal asset will consist of common units it purchased from i3 Verticals, LLC and a Continuing Equity Owner and common units it acquired from the Former Equity Owners.

•	i3 Verticals, Inc. will be the sole managing member of i3 Verticals, LLC and will control the business and affairs of i3 Verticals, LLC and its subsidiaries. We will have a board of directors and executive officers, but will have no employees. The functions of all of our employees are expected to reside at i3 Verticals, LLC or its subsidiaries.

•	i3 Verticals, Inc. will own, directly or indirectly,   8,111,724 common units of i3 Verticals, LLC, representing approximately 31.7% of the economic interest in i3 Verticals, LLC (or 9,109,224 common units, representing approximately 34.3% of the economic interest in i3 Verticals, LLC, if the underwriters exercise their overallotment option in full).

•	The purchasers in this offering:

–

will own 6,650,000  shares of Class A common stock of i3 Verticals, Inc. (or  7,647,500  shares of Class A common stock of i3 Verticals, Inc. if the underwriters exercise their overallotment option in full), representing approximately 26.0% of the economic interest in i3 Verticals, Inc. and approximately 26.0% of the combined voting power of all of the common stock of i3 Verticals, Inc. (or approximately 28.8% of the economic interest and approximately 28.8% of the combined voting power if the underwriters exercise their overallotment option in full), and

–	will indirectly hold approximately 26.0% of the economic interest in i3 Verticals, LLC (or approximately 28.8% if the underwriters exercise their overallotment option in full).

•	The Continuing Equity Owners:

–	will own  17,452,883  common units of i3 Verticals, LLC, representing approximately 68.3% of the economic interest in i3 Verticals, LLC (or approximately 65.7% of the economic interest in i3 Verticals, LLC if the underwriters exercise their overallotment option in full),

–	will own 242,554 shares of Class A common stock of i3 Verticals, Inc., representing approximately 0.9% of the economic interest in i3 Verticals, Inc. (or approximately 0.9% of the economic interest if the underwriters exercise their overallotment option in full),

–	will own 17,452,883  shares of Class B common stock of i3 Verticals, Inc., together with the Class A common stock representing approximately 69.2% of the combined voting power of all of the common stock of i3 Verticals, Inc. (or approximately  66.6% if the underwriters exercise their overallotment option in full), and

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–	will indirectly hold approximately 0.9% of the economic interest of i3 Verticals, LLC through i3 Verticals, Inc.’s ownership of i3 Verticals, LLC’s common units. Together with the common units directly held, the Continuing Equity Holders will hold approximately 69.2% of the economic interest of i3 Verticals, LLC.

•	The Former Equity Owners:

–

will own  1,219,170 shares of Class A common stock of i3 Verticals, Inc., representing approximately 4.8% of the economic interest in i3 Verticals, Inc. and approximately 4.8% of the combined voting power of all of the common stock of i3 Verticals, Inc. (or approximately 4.6% of the economic interest and approximately 4.6% of the combined voting power if the underwriters exercise their overallotment option in full), and

–	will indirectly hold approximately 4.8% of the economic interest of i3 Verticals, LLC through i3 Verticals, Inc.’s ownership of i3 Verticals, LLC’s common units.

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•	to repay the Mezzanine Notes in full;

•	to repay the outstanding Junior Subordinated Notes in full; and

•	to repay approximately $50.4  million of the revolving loan of our Senior Secured Credit Facility.

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•	i3 Verticals, LLC and its subsidiaries on an actual basis;

•	i3 Verticals, Inc. and its subsidiaries on a pro forma basis after giving effect to the Reorganization Transactions, excluding this offering; and

•

i3 Verticals, Inc. and its subsidiaries on a pro forma basis after giving effect to the Reorganization Transactions, and further adjusted to include the sale of shares of Class A common stock in this offering at an assumed initial public offering price of $12.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we expect to pay, and the application of the net proceeds from this offering as described under “Use of Proceeds.”

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(1)	On a pro forma basis and a pro forma as adjusted basis, includes the ownership interests not owned by i3 Verticals, Inc., which represents 68.3% of the outstanding common units of i3 Verticals, LLC, held by the Continuing Equity Owners.

(2)

Each $1.00 increase or decrease in the assumed initial public offering price of $12.00  per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease each of additional paid-in capital, total members’ / stockholders’ equity and total capitalization on a pro forma as adjusted basis by approximately $6.2 million , assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

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•	the Reorganization Transactions (excluding this offering) described in “Our Organizational Structure”;

•

this offering (based on an assumed initial public offering price of $12.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus ) and our payment of fees and expenses related to this offering and the use of a portion of the proceeds by i3 Verticals, LLC (from the sale of common units to us using the proceeds of this offering) to repay approximately $69.0 million of the indebtedness outstanding under the Junior Subordinated Notes, the Mezzanine Notes and the Senior Secured Credit Facility as described under “Use of Proceeds”;

•	the purchase of all of the outstanding stock of San Diego Cash Register Company, Inc. (“SDCR, Inc.”);

•	the purchase of certain assets and assumed certain liabilities of Fairway Payments, LLC (“Fairway”); and

•	a provision for federal, state and local income taxes of i3 Verticals, Inc. as a taxable corporation at an effective rate of:

◦

30.9% for the six months ended March 31, 2018, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates applied to income apportioned to each state and local jurisdiction, and is computed using the federal income tax rate in effect for the three months ended December 31, 2017 and the reduced federal income tax rate for the remaining nine months for the fiscal year ending September 30, 2018.

◦	39.6% for the year ended September 30, 2017, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates applied to income apportioned to each state and local jurisdiction, and is computed using the federal income tax rate in effect during the fiscal year.

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(a)	i3 Verticals, Inc. was formed on January 17, 2018, and will have no material assets or results of operations until the completion of this offering and therefore its historical financial position is not shown in a separate column in this unaudited pro forma condensed consolidated balance sheet.

(b)	Prior to the Reorganization Transactions, all existing warrants held by existing Warrant Holders will be exercised. As part of that transaction, the intrinsic-value of the Mezzanine warrants carried in other long-term liabilities will be adjusted to fair value and converted to equity.

(c)	As of March 31, 2018, the holders of existing Class A units were entitled to preferred returns of $44.7 million . As of the time of the offering they are entitled to preferred returns of $45.9 million . The pro forma condensed consolidated balance sheet has been adjusted to reflect the value of their preferred return as of the transaction date.

(d)

In connection with the Reorganization Transactions, we will convert all existing Class A units, common units (including common units issued upon the exercise of existing warrants held by the existing Warrant Holders) and Class P units (profits interests) of ownership interest in i3 Verticals, LLC into either (i) Class A voting common units of i3 Verticals, LLC (such holders of Class A voting common units, the Continuing Equity Owners) or (ii) Class B non-voting common units of i3 Verticals, LLC (such holders of Class B non-voting common units, the Former Equity Owners) (collectively, the Initial Recapitalization). The Company expects any compensation expense related to the modification of existing Class P units as part of the Reorganization Transactions to be nominal.

(e)	Immediately following the Initial Recapitalization and prior to this offering, we will consummate a merger by and among i3 Verticals, LLC, i3 Verticals, Inc. and a to-be-formed wholly-owned subsidiary of i3 Verticals, Inc. (MergerSub) whereby:

(1)	MergerSub will merge with and into i3 Verticals, LLC, with i3 Verticals, LLC as the surviving entity.

(2)

The Class A voting common units held by the Continuing Equity Owners will be converted into newly issued common units in i3 Verticals, LLC together with an equal number of shares of Class B common stock of i3 Verticals, Inc. Holders of our Class B common stock along with the holders of our Class A common stock will have certain voting rights as described under “Description of Capital Stock,” but holders of our Class B common stock will not be entitled to receive any distributions from or participate in any dividends declared by our Board of Directors.

(3)	The Class B common units held by Former Equity Owners will be converted into 0.8 million shares of Class A common stock of i3 Verticals, Inc.

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(f)

Upon completion of the Reorganization Transactions, we will become the sole managing member of i3 Verticals, LLC. As a result, we will consolidate the financial results of i3 Verticals, LLC and will report a non-controlling interest related to the Class B common stock held by the Continuing Equity Owners on our consolidated balance sheet. The computation of the non-controlling interest following the consummation of this offering is as follows (shares in thousands) :

(g)

We are deferring certain costs associated with this offering, including certain legal, accounting and other related expenses, which have been recorded in prepaid expenses and other assets on our consolidated balance sheet. Upon completion of this offering, approximately $2.4 million of these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital. The total amount of estimated offering expenses is $3.3 million .

(h)

We estimate that the net proceeds to i3 Verticals, Inc. from this offering will be approximately $74.2 million . This amount has been determined based on the assumption that the underwriters’ option to purchase additional shares in our Class A common stock is not exercised. A reconciliation on the gross proceeds from this offering to the net proceeds is set forth below ($ in thousands except per share amounts) :

(i)	We will issue 0.7 million shares of our Class A common stock pursuant to a voluntary private conversion of Junior Subordinated Notes by certain related and unrelated creditors of i3 Verticals, LLC. In this conversion, certain eligible holders of Junior Subordinated Notes have elected to convert $8.1 million   in aggregate indebtedness into Class A common stock.

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(j)	i3 Verticals, LLC intends to use the $69.0 million in net proceeds it receives from the sale of common units to i3 Verticals, Inc. (after deducting estimated offering expenses of $0.9 million) as follows:

•	to repay the Mezzanine Notes in full in the amount of $10.5 million ;

•	to repay the outstanding Junior Subordinated Notes in full in the amount of $8.1 million ; and

•	to repay approximately $50.4 million of the outstanding borrowings under the revolving loan of our Senior Secured Credit Facility.

(k)

We expect to obtain an increase in the tax basis of our share of the assets of i3 Verticals, LLC when common units are redeemed or exchanged by the Continuing Equity Owners. This increase in tax basis may have the effect of reducing the amounts that we would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the consummation of this offering, we will enter into the Tax Receivable Agreement with i3 Verticals, LLC and each of the Continuing Equity Owners that will require us to pay to the Continuing Equity Owners 85% of the amount of tax benefits, if any, that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in the tax basis of the assets of i3 Verticals, LLC resulting from the purchase of common units in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions or exchanges of common units or any prior sales of interests in i3 Verticals, LLC and (ii) certain other tax benefits related to payments we make under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

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(l)	The reconciliation of i3 Verticals, LLC members’ deficit to i3 Verticals, Inc. accumulated deficit as of March 31, 2018 is as follows ($ in thousands):

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(a)	i3 Verticals, Inc. was formed on January 17, 2018 and will have no results of operations until the completion of this offering. Therefore, its historical results of operations are not shown in a separate column in this unaudited pro forma interim condensed consolidated statement of operations.

(b)	SDCR, Inc.’s financial statements presented in the accompanying unaudited pro forma interim condensed consolidated statement of operations reflect the historical results of operations for the one month ended October 31, 2017. The operating results of SDCR, Inc. since the date of acquisition have been included in our historical results of operations for the six months ended March 31, 2018.

(c)	In accordance with the rules of Article 11 of Regulation S-X, the following adjustments were made for the acquisition of SDCR, Inc. (amounts in thousands):

(1)

Adjusted executive compensation is based on arrangements negotiated in conjunction with the acquisitions. The adjustments account for market-based compensation considerations and the actual historical compensation of specific executives who were offered new employment arrangements in connection with the acquisitions. We adjusted such compensation to reflect amounts they are expected to receive under their respective employment arrangements post-acquisition.

(2)	Increased amortization expense reflects identified intangible assets in the acquisition of SDCR, Inc. The weighted-average amortization period for all intangibles acquired is eleven years.

(3)	Direct, incremental transaction costs, which are reflected in our interim condensed consolidated results of operations for the six months ended March 31, 2018, are removed.

(4)	Interest has been adjusted to reflect the increased borrowings to fund the acquisition using a 6.25% interest rate, which represents our incremental borrowing rate as of October 31, 2017. If the interest rate were increased or decreased by 0.125%, it would result in a $6,000 change in net interest expense for the six months ended March 31, 2018.

(5)	Income tax expense has been adjusted to reflect the increased pre-tax income for SDCR, Inc., a C corporation subject to an estimated federal and state blended tax rate of 30.9%.

(d)

Represents the increase in compensation expense we expect to incur following the completion of this offering. We expect to grant options to purchase approximately 2,060  shares of our Class A common stock to certain of our directors, executive officers and other employees in connection with this offering. This amount was calculated assuming the stock options were granted on October 1, 2017 with the stock options having an exercise price equal to $12.00  per share, the assumed initial public offering price based on the midpoint of the price range set forth on the cover page of this prospectus. The grant date fair values of the stock options were determined using the Black-Scholes valuation model using the following assumptions:

(e)	i3 Verticals, LLC has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, income generated by i3 Verticals, LLC will flow through to its partners, including us,

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(f)

Upon completion of the Reorganization Transactions, i3 Verticals, Inc. will become the sole managing member of i3 Verticals, LLC. As a result, we will consolidate the financial results of i3 Verticals, LLC and will report a non-controlling interest related to the common units of i3 Verticals, LLC held by the Continuing Equity Owners on our consolidated statements of income. Following this offering, assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, i3 Verticals, Inc. will own  31.7% of the common units of i3 Verticals, LLC and the Continuing Equity Owners will own the remaining 68.3% of the common units of i3 Verticals, LLC. Net income attributable to non-controlling interest will represent  68.3% of the income before income taxes of i3 Verticals, Inc. These amounts have been determined based on the assumption that the underwriters’ option to purchase 997,500  additional shares of Class A common stock is not exercised. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, i3 Verticals Inc. will own  34.3% of the common units of i3 Verticals, LLC, the Continuing Equity Owners will own the remaining 65.7% of the common units of i3 Verticals, LLC and net income attributable to non-controlling interest will represent 65.7% of the income before income taxes of i3 Verticals, Inc.

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(g)

As described in “Use of Proceeds,” we intend to use a portion of the net proceeds from this offering (assuming that the underwriters’ option to purchase additional shares of our Class A common stock is not exercised) to purchase common units directly from i3 Verticals, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions. i3 Verticals, LLC intends to use the $69.0 million in net proceeds it receives from the sale of common units to i3 Verticals, Inc. and the $2.8 million it receives from the exercise of warrants to repay our Mezzanine Notes in full in the amount of $10.5 million , our outstanding Junior Subordinated Notes in full in the amount of $8.1 million (after taking into account the $8.1 million conversion of our Junior Subordinated Notes for Class A common stock) and approximately $53.3 million of outstanding borrowings under t he revolving loan of our Senior Secured Credit Facility. Accordingly, pro forma adjustments have been made to reflect a reduction in interest expense of $3.2 million for the six months ended March 31, 2018, computed at weighted-average interest rate of  8.1% , as if the outstanding borrowings had been repaid on October 1, 2017.

(h)

Pro forma basic net income per share is computed by dividing the net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B common stock are not entitled to receive any distributions or dividends and have no rights to convert into Class A common stock. When a common unit is exchanged for, at our election, cash or Class A common stock by a Continuing Equity Owner who holds shares of our Class B common stock, such Continuing Equity Owner will be required to surrender a share of Class B common stock, which we will cancel for no consideration. Therefore, we did not include shares of our Class B common stock in the computation of pro forma basic or diluted net loss per share. The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net loss per share (in thousands, except per share data):

(1)

We plan to use a portion of the net proceeds from this offering (assuming that the underwriters’ option to purchase additional shares of our Class A common stock is not exercised) to purchase common units directly from i3 Verticals, LLC at a price per unit equal to the offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and, in turn, i3 Verticals, LLC intends to use the $69.0 million in net proceeds it receives from the sale of common units to i3 Verticals, Inc. and $2.8 million received from the exercise of warrants to repay our Mezzanine Notes in full, our outstanding Junior Subordinated Notes in full

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(a)	i3 Verticals, Inc. was formed on January 17, 2018 and will have no results of operations until the completion of this offering and therefore its historical results of operations are not shown in a separate column in this unaudited pro forma consolidated statement of operations.

(b)

We purchased Fairway on August 1, 2017 after its conversion to a Virginia limited liability company. The audited historical financial statements of Fairway Payments, Inc. for the seven months ended July 31, 2017 and the year ended December 31, 2016, prior to its conversion to a limited liability company, are included within this prospectus. The operating results of Fairway since the date of acquisition have been included in our consolidated results of operations for the year ended September 30, 2017. We have included the audited Fairway Payments, Inc. results of operations for the seven months ended July 31, 2017 in this unaudited pro forma statement of operations. We have also included Fairway Payments, Inc.’s historical results of operations for the three months ended December 31, 2016 in this unaudited pro forma statement of operations. The following shows the calculation of the pro forma results of operations for the ten months ended July 31, 2017 (amounts in thousands).

(c)	SDCR, Inc.’s financial statements presented in the accompanying unaudited pro forma condensed statement of operations reflect the historical results of operations for the year ended October 31, 2017 from the audited financial statements. In accordance with Regulation S-X 11-02(c)(3), no adjustments were required to modify the period of SDCR, Inc.’s historical condensed statement of operations.

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(d)	In accordance with the rules of Regulation S-X Article 11, the following adjustments were made for the significant acquisitions (amounts in thousands):

(1)

Adjusted executive compensation is based on arrangements negotiated in conjunction with the acquisitions. The adjustments account for market-based compensation considerations and the actual historical compensation of specific executives who were offered new employment arrangements in connection with the acquisitions. We adjusted such compensation to reflect amounts they are expected to receive under their respective employment arrangements post-acquisition.

(2)	Increased amortization expense reflects identified intangible assets in the acquisitions. For Fairway, the weighted-average amortization period for all intangibles acquired is fifteen years. For SDCR, Inc., the weighted-average amortization period for all intangibles acquired is eleven years.

(3)	Direct, incremental transaction costs of the respective acquisition, which are reflected in our consolidated results of operations for the year ended September 30, 2017, are removed.

(4)

Interest has been adjusted to reflect the increased borrowings to fund the acquisitions using a 5.73% and a 6.25% interest rate, which represents our incremental borrowing rate as of the date of the Fairway and SDCR, Inc. acquisitions, respectively. If the interest rate were increased or decreased by 0.125%, it would result in a $41,000 and $25,000 change in net interest expense for Fairway and SDCR, Inc., respectively.

(5)	Income tax expense has been adjusted to reflect the increased pre-tax income for SDCR, Inc., a C corporation subject to an estimated federal and state blended tax rate of 39.6%.

(e)

Represents the increase in compensation expense we expect to incur following the completion of this offering. We expect to grant options to purchase approximately 2,060 shares of our Class A common stock to certain of our directors, executive officers and other employees in connection with this offering. This amount was calculated assuming the stock options were granted on October 1, 2016 with the stock options having an exercise price equal to $12.00  per share, the assumed initial public offering price based on the midpoint of the price range set forth on the cover page of this prospectus. The grant date fair values of the stock options were determined using the Black-Scholes valuation model using the following assumptions:

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(f)

i3 Verticals, LLC has been, and will continue to be, treated as a partnership for U.S. federal and state income tax purposes. As such, income generated by i3 Verticals, LLC will flow through to its partners, including us, and is generally not subject to tax at the i3 Verticals, LLC level. Following the Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income of i3 Verticals, LLC. As a result, the unaudited pro forma consolidated statements of income reflect adjustments to our income tax expense to reflect an effective income tax rate of  39.6% for the year ended September 30, 2017, which was calculated assuming the U.S. federal rates currently in effect and the highest statutory rates apportioned to each applicable state, local and foreign jurisdiction.

(g)

Upon completion of the Reorganization Transactions, i3 Verticals, Inc. will become the sole managing member of i3 Verticals, LLC. As a result, we will consolidate the financial results of i3 Verticals, LLC and will report a non-controlling interest related to the common units of i3 Verticals, LLC held by the Continuing Equity Owners on our consolidated statements of income. Following this offering, assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock, i3 Verticals, Inc. will own  31.7% of the common units of i3 Verticals, LLC and the Continuing Equity Owners will own the remaining 68.3% of the common units of i3 Verticals, LLC. Net income attributable to non-controlling interest will represent 68.3% of the income before income taxes of i3 Verticals, Inc. These amounts have been determined based on the assumption that the underwriters' option to purchase 998  additional shares of Class A common stock is not exercised. If the underwriters exercise their option to purchase additional shares of Class A common stock in full, i3 Verticals Inc. will own  34.3% of the common units of i3 Verticals, LLC, the Continuing Equity Owners will own the remaining 65.7% of the common units of i3 Verticals, LLC and net income attributable to non-controlling interest will represent 65.7% of the income before income taxes of i3 Verticals, Inc.

(h)	As described in “Use of Proceeds,” we intend to use a portion of the net proceeds from this offering (assuming that the underwriters’ option to purchase additional shares of our Class A common stock is not exercised) to purchase common units directly from i3 Verticals, LLC at a price per unit equal to the initial

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(i)

Pro forma basic net income per share is computed by dividing the net income available to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Pro forma diluted net income per share is computed by adjusting the net income available to Class A common stockholders and the weighted-average shares of Class A common stock outstanding to give effect to potentially dilutive securities. Shares of our Class B common stock are not entitled to receive any distributions or dividends and have no rights to convert into Class A common stock. When a common unit is exchanged for, at our election, cash or Class A common stock by a Continuing Equity Owner who holds shares of our Class B common stock, such Continuing Equity Owner will be required to surrender a share of Class B common stock, which we will cancel for no consideration. Therefore, we did not include shares of our Class B common stock in the computation of pro forma basic or diluted net loss per share. The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net loss per share (in thousands, except per share data):

(1)

We plan to use a portion of the net proceeds from this offering (assuming that the underwriters’ option to purchase additional shares of our Class A common stock is not exercised) to purchase common units directly from i3 Verticals, LLC at a price per unit equal to the offering price per share of Class A common stock in this offering less the underwriting discounts and commissions and, in turn, i3 Verticals, LLC intends to use the $69.0 million in net proceeds it receives from the sale of common units to i3 Verticals, Inc. (after deducting offering expenses) and $2.8 million received from the exercise of warrants to repay our Mezzanine Notes in full, our Junior Subordinated Notes in full and $53.3 million of outstanding borrowings under our Senior Secured Credit Facility.

(2)

The reallocation of net income (loss) assuming conversion of common units represents the tax effected net income (loss) attributable to non-controlling interest using the effective income tax rates described in footnote (c) above and assuming all common units of i3 Verticals, LLC were exchanged for Class A common stock at the beginning of the period. The common units of i3 Verticals, LLC held by the Continuing Equity Owners are potentially dilutive securities, and the computations of pro forma diluted net income (loss) per share assume that all common units of i3 Verticals, LLC were exchanged for shares of Class A common stock at

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(3)	Includes 17,453 outstanding shares of Class A common stock issuable upon the exchange of common units to be held by the Continuing Equity Owners prior to this offering and  1,843  shares of unvested common units and options.

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(1)	Payment volume is the net dollar value of both 1) Visa, Mastercard and other payment network transactions processed by our clients and settled to clients by us and 2) ACH transactions processed by our clients and settled to clients by us.

(2)	Number of clients represents an approximate number of our clients who are actively processing payment volume as of the end of the period.

(3)

Net revenue is calculated as revenue less certain network fees and other costs described below. Adjusted net income is calculated as net income before certain non-cash changes in the fair value of contingent consideration, non-cash changes in the fair value of warrant liabilities, other non-core cash items and the other items described below. Adjusted EBITDA is equal to adjusted net income before interest, income taxes, depreciation and amortization. Net revenue, adjusted net income and adjusted EBITDA eliminate the effects of items that we do not consider indicative of our core operating performance. As a result, we consider net revenue, adjusted net income and adjusted EBITDA to be important indicators of our operational strength and the performance of our business. Management believes the uses of net revenue, adjusted net income and adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. By providing these non-GAAP financial measures, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our business strategies. We believe investors use net revenue, adjusted net income and adjusted EBITDA as supplemental measures to evaluate the overall operating performance of companies in our industry. The way we present net revenue, adjusted net income and adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

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(a)	Includes costs associated with forming i3 Verticals, Inc. and other expenses directly related to the Reorganization Transactions.

(b)	Non-cash change in fair value of contingent consideration reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the later of the most recent balance sheet date forming the beginning of the income statement period or the original estimates made at the closing of the applicable acquisition.

(c)	Non-cash change in warrant liability reflects the fair value change in certain warrants for our common units associated with our Mezzanine Notes. These warrants are accounted for as liabilities on our Consolidated Balance Sheets.

(d)	We did not expense any share-based compensation for the periods presented, but we currently anticipate share-based compensation in the periods following this offering.

(e)	Acquisition-related expenses are the professional service and related costs directly related to our acquisitions and are not part of our core performance.

(f)	Other taxes consist of franchise taxes, commercial activity taxes and other non-income based taxes. Taxes related to salaries or employment are not included.

(g)	Legal settlement is a charge from certain legal proceedings and is further discussed in “Business—Legal Proceedings.”

(4)	Selling general and administrative — Corporate, is included in overall selling general and administrative expe nses above.

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•	the dollar volume of payments our clients process through us (“payment volume”);

•	the portion of our payment volume that is produced by integrated transactions; and

•	period-to-period payment volume attrition.

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a.	make cash distributions to the holders of our equity in order to pay taxes incurred by owners of equity in i3 Verticals, LLC, by reason of such ownership,

b.	move intercompany cash between subsidiaries that are joined to the Senior Secured Credit Facility,

c.	use up to $1.5 million per year to repurchase equity from employees, directors, officers or consultants after the restructuring of the Company in connection with this offering, and

d.	make other dividends or distributions in an aggregate amount not to exceed 5% of the net cash proceeds received from any additional common equity issuance after our initial public offering.

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(a)

We have non-exclusive agreements with several processors to provide us services related to transaction processing and transmittal, transaction authorization and data capture, and access to various reporting tools. Certain of these agreements require us to submit a minimum monthly number of transactions for processing. If we submit a number of transactions that is lower than the minimum, we are required to pay to the processor the fees it would have received if we had submitted the required minimum number of transactions.

(b)	We estimated interest payments through the maturity of our 2016 Senior Secured Credit Facility by applying the interest rate of 5.75% in effect on our revolver as of September 30, 2017, plus an unused fee rate of 0.25%. On October 30, 2017, we replaced our 2016 Senior Secured Credit Facility with the Senior Secured Credit Facility.

(c)	We estimated interest payments through the maturity of our Junior Subordinated Notes by applying the applicable interest rate of 10.0%.

(d)

We estimated interest payments through the maturity of our Mezzanine Notes by applying the applicable interest rate of 12.0%. As of September 30, 2017, there were 1,424 Mezzanine Warrants outstanding and exercisable to purchase common units in i3 Verticals, LLC. The intrinsic value of the Mezzanine Warrants was $767 as of September 30, 2017. For additional information, see Note 5 in our audited consolidated financial statements included elsewhere in this prospectus.

(e)

In connection with certain of our acquisitions, we may be obligated to pay the seller of the acquired entity certain amounts of contingent consideration as set forth in the relevant purchasing documents, whereby additional consideration may be due upon the achievement of certain specified financial performance targets. i3 Verticals, Inc. accounts for the fair values of such contingent payments in accordance with the Level 3 financial instrument fair value hierarchy at the close of each subsequent reporting period. The acquisition-date fair value of contingent consideration is valued using a Monte Carlo simulation. i3 Verticals, Inc. subsequently reassesses such fair value based on probability estimates with respect to the acquired entity’s likelihood of achieving the respective financial performance targets.

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Education—We assist schools in completing payment processing functions such as accepting payments for school lunches (online, at school, or at the POS), school activities, selling products from the online student store while managing inventory, ticket sales and attendance at athletic and other events, enabling parents and students to complete forms electronically and enabling parents to make installment payments on higher-priced items.

•	Non-profit—We simplify the payment process for donations, charity auctions, church contributions and tickets to fundraising events, among others, empowering our clients to increase both their revenues and the time they devote to their core activities.

•	Public Sector—We assist public entities by efficiently collecting taxes, fines and certain fees; providing customer service responses to customer calls; and increasing the means available to make payments (online, in person or via mobile).

•	Property Management—We assist landlords and property managers in the rent collection process by providing centralized reporting for card and ACH payments, bank-level PCI DSS compliant security and solutions that integrate with third-party accounting software. This solution is becoming a popular option in the fast-growing shared workspace industry.

•	Healthcare—We enable clients in our healthcare vertical to accept payments through mobile and POS solutions; to use consumer-facing payment devices that allow receptionists and clerical staff to focus their attention elsewhere; and to use revenue cycle management tools to help shrink the volume of accounts that they turn over to collection agencies.

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•	enable superior data management by aggregating multiple small merchants under our “master” account, resulting in the collection and management of data not historically readily available;

•	streamline and simplify merchant onboarding, often resulting in client approval in minutes or hours rather than days or weeks; and

•	provide ease of reporting and reconciliation, allowing our clients to accept electronic payments in a faster, more convenient fashion.

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•	Non-Bank Merchant Acquirers—These providers use their own proprietary platforms to sell merchant acquiring solutions delivering fully integrated end-to-end capabilities. Examples include Global Payments, First Data and WorldPay. These providers typically generate revenue based on dollar volume processed as well as transaction and other ancillary service fees (e.g., PCI compliance fees).

•	Banks—A few banks in the United States, such as JPMorgan Chase and U.S. Bancorp, possess in-house processing functions, but most outsource their merchant acquiring services to a non-bank merchant

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•	Independent Sales Organizations (ISOs)—These providers typically use a sales force to sell payment services to businesses and organizations (at a retail price) in a specific market segment or geographic region. ISOs typically outsource merchant acquiring functions and some back office support functions to a bank or non-bank merchant acquirer (at a wholesale price).

•	Other Acquirers—These providers are typically less established and early-stage vendors seeking to offer new payment methods and devices, such as healthcare organizations creating their own technology for electronic payments.

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•	Cross-sell Opportunities: We provide our distribution partners with the opportunity to market new products as they become available, making available new content that enhances the value of our distribution partners to their members.

•	Event Participation: We identify opportunities to engage with client opportunities through event participation, including by sponsoring luncheons, attending tradeshows, and presenting at user conferences.

•	Electronic Marketing: Our marketing team utilizes a variety of marketing techniques to enhance the awareness of our offerings to the distribution partner network, which align with our outbound sales effort and are intended to monitor the level of client engagement.

•	Content Development: Our sales and marketing team partners with our distribution network to identify key topics of interest to their members, and we intend to continue work to craft new content covering popular topics related to the electronic payment industry.

•	Incentive Programs: Our sales and marketing team works directly with our distribution partners to launch incentive programs intended to increase new referral activity through a variety of competitions and programs implemented each year.

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•	integrate with a broad number of client business management systems;

•	perform a broad range of risk management, transaction processing and value-added services beneficial to our clients;

•	increase convenience to our clients;

•	provide ease of use and greater functionality for our clients; and

•	offer PCI-compliant security and extensive reporting tools.

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•	i3 Portal: i3 Portal is a web-based application with the ability to process payment card, ACH and check sales, schedule recurring payments and report on transactions processed.

•	i3 API Suite: i3 API Suite is a robust set of APIs available through a developer portal allowing ISVs to easily integrate traditional merchant processing, check and ACH as well as PayFac processing.

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•	Traditional Merchant Processing: Burton Platform supports the routing of transactions in real-time to the appropriate back-end processing system for authorization and settlement, while our front-end API supports more traditional “Merchant of Record” processing. The system communicates with the payment networks and processors to calculate appropriate pricing for settlement and funding.

•	ACH Processing: Burton Platform supports ACH as well as remote deposit capture and Check 21 capability. This system communicates with check processors and originating depository financial institutions (ODFIs) to handle payment submission from account information, check MICR scanners and Check 21 image scanners.

•	PayFac Merchant Processing: Burton Platform enables our PayFac solution to allow ISVs to quickly onboard new accounts, use dynamic pay-out to handle complex payment models and provide enhanced reconciliation reporting to their customers.

•	i3 Microservices: The i3 Microservices subsystem is intended to be a suite of tools to help ISVs bring incremental functionality to their applications including tokenization, recurring payment and hosted application with digital signature, automated onboarding and fraud protection. These components remain under development, but many are available already on Burton Platform.

•	i3 Tool Set: We expect our i3 Tool Set within Burton Platform to permit ISVs to add complete sub-systems to their software to bring additional value to their customers. We expect these components to include invoice/bill presentment and payment, event management and forms management all using Single Sign On (SSO) and centralized identity management.

•	i3 Enterprise: We intend i3 Enterprise to integrate the operational components of our business and to provide a comprehensive proprietary system designed to strengthen client accounts sales with (a) faster account onboarding, (b) new management features, and (c) enhanced reporting. We expect this solution to include:

–	CRM: A lead / opportunity tracking system for internal sales and agent partners to increase the volume of new client accounts and maintain existing accounts;

–	Automated Account Boarding: Automated boarding (including KYC and OFAC checks) on the Burton Platform system as well as third-party processors and gateways;

–	Client Support and Retention: Sophisticated reporting to enable troubleshooting of client issues;

–	Risk Management and Fraud Monitoring: Advanced tools which will use activity rules for both pre-authorization and pre-settlement transactions;

–	Dispute and Chargeback Monitoring: An online system for logging disputes and tracking status; and

–	Residual Reporting: Calculations and financial reporting to track commissions.

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(1)	trust, including a strong reputation for quality service and trusted distribution partners;

(2)	convenience, such as speed in approving applications, client onboarding and dispute resolution;

(3)	service, including product functionality, value-added solutions and strong customer support; and

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(4)	economics, including fees charged to clients and residuals and incentives offered to distribution partners.

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•	Alexandria, VA

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•	Canton, OH

•	Cincinnati, OH

•	Centennial, CO

•	Honolulu, HI

•	Long Beach, CA

•	New York, NY

•	Owensboro, KY

•	San Diego, CA

•	Santa Barbara, CA

•	Seattle, WA

•	Shamokin Dam, PA

•	Wellington, FL

•	Wixom, MI

•	Woodstock, GA.

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•	our Board of Directors will not be classified, with each of our directors subject to re-election annually;

•	we expect that a majority of our directors will satisfy the Nasdaq listing standards for independence;

•	generally, all matters to be voted on by stockholders will be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class;

•	we intend to comply with the requirements of the Nasdaq marketplace rules, including having committees comprised solely of independent directors; and

•	we do not have a stockholder rights plan.

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•	evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•	reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

•	reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent auditors and management;

•	reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation, and matters concerning the scope, adequacy and effectiveness of our financial controls;

•	reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments;

•	establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and other matters;

•	preparing the report of the Audit Committee that the SEC requires in our annual proxy statement;

•	overseeing risks associated with financial matters such as accounting, internal controls over financial reporting and financial policies;

•	reviewing and providing oversight with respect to any related party transactions and monitoring compliance with our code of ethics; and

•	reviewing and evaluating, at least annually, the performance of the Audit Committee, including compliance of the Audit Committee with its charter.

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•	reviewing and recommending to our Board of Directors the compensation and other terms of employment of our executive officers;

•	reviewing and recommending to our Board of Directors performance goals and objectives relevant to the compensation of our executive officers;

•	evaluating and approving the equity incentive plans, compensation plans and similar programs advisable for us, as well as modification or termination of existing plans and programs;

•	evaluating and recommending to our Board of Directors the type and amount of compensation to be paid or awarded to Board members;

•	administering our equity incentive plans;

•	reviewing and recommending to our Board of Directors policies with respect to incentive compensation and equity compensation arrangements;

•	reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;

•	evaluating and overseeing risks associated with compensation policies and practices;

•	reviewing and recommending to our Board of Directors the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers and other members of senior management;

•	preparing the report of the Compensation Committee that the SEC requires in our annual proxy statement;

•	reviewing the adequacy of its charter on an annual basis; and

•	reviewing and evaluating, at least annually, the performance of the Compensation Committee, including compliance of the Compensation Committee with its charter.

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•	Gregory Daily, Chief Executive Officer;

•	Clay Whitson, Chief Financial Officer; and

•	Rick Stanford, President.

(1)	The salary paid to Mr. Daily equals the employee cost of Mr. Daily’s health insurance premium.

(2)	Represents discretionary cash incentive bonuses paid to each of our named executive directors in May 2017.

(3)

In fiscal year 2017, Mr. Whitson and Mr. Stanford were each granted an aggregate of 135,113 Class P units (35,113 units were granted on November 29, 2016, and 100,000 units were granted on August 10, 2017), and no Class P units were granted to Mr. Daily. The Class P units cliff vest three years from the anniversary of the applicable grant date, subject to the individual’s continued employment with i3 Verticals, LLC. The Class P units represent a right to a fractional portion of the profits and distributions of i3 Verticals, LLC in excess of a “participation threshold” that is set equal to an amount, as determined by the Board, that would be distributable to the members if immediately prior to the grant of the Class P units, i3 Verticals, LLC sold all of its assets for fair market value, paid all of its liabilities, and liquidated. As the Class P units issued to Messrs. Whitson and Stanford were issued at a participation threshold above the valuation of i3 Verticals, LLC on the grant date, the grant date fair value computed in accordance with ASC Topic 718 is zero.

(4)	Represents health insurance premiums paid by i3 Verticals, LLC.

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(1)

The Class P units have various participation thresholds as determined at the time of the grant. The profit interests in the table above are disclosed as of September 30, 2017 and before consideration of the Reorganization Transactions. After the Reorganization Transactions and this offering (at an assumed initial public offering price of $12.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), the unvested Class P units held by each of Messrs. Whitson and Stanford will convert to 35,197 common units in i3 Verticals, LLC and 35,197 Class B voting common shares in i3 Verticals, Inc., respectively.

(2)	There is no public market for the Class P units. For purposes of this disclosure, we have valued the Class P units using a third-party valuation of the value per share of Class P units as of September 30, 2017. The amount reported above under the heading “Market Value of Profits Interests That Have Not Vested” reflects the intrinsic value of the profits interests as of September 30, 2017.

•

Base Salaries : There were no salary changes for Messrs. Daily, Whitson and Stanford for fiscal year 2018. Mr. Daily will continue to receive a nominal salary to cover the cost of health insurance. Messrs. Whitson and Stanford will continue to receive base salaries of $200,000 and $240,000, respectively. Upon completion of the offering, Mr. Daily’s nominal salary will remain unchanged and the salaries for Messrs. Whitson and Stanford will increase to $225,000 and $275,000, respectively.

•

Annual Cash Incentive Awards: Consistent with its historical practice of awarding cash incentive awards following each calendar year, in March 2018, the compensation committee of i3 Verticals, LLC determined it appropriate to approve the following cash incentive bonuses to the named executive officers: no bonus for Mr. Daily, $50,000 for Mr. Whitson and $60,000 for Mr. Stanford. The annual incentive bonuses awarded to each named executive officer in March 2018 were ultimately based on a discretionary performance evaluation conducted by our compensation committee and Chief Executive Officer, in consultation with other executive officers. The determination involved an analysis of both (i) the Company’s overall performance, including significant growth in fiscal year 2017 and (ii) the performance of the individual officer and his contributions to the Company. The compensation committee decided, in consultation with Mr. Daily, to award no bonus to Mr. Daily due to his considerable ownership share in our Company.

•	Equity Compensation : In connection with this offering, we intend to grant options to purchase 100,000 shares of Class A common stock under the Equity Plan (as defined below) to each of Messrs. Whitson and Stanford, which awards vest in equal annual installments over a three-year period.

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(1)	Class A Common Stock and Cash Proceeds related to Mr. Daily include Junior Subordinated Notes held by (a) Greg Daily and Collie Daily, Mr. Daily’s spouse, (b) Courtney Daily, Mr. Daily’s daughter and (c) Daily Family Investments, LLC, of which Mr. Daily serves as tax matters member. See Footnote 6 of “Principal Stockholders” for further information.

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(1)	we at all times maintain a ratio of one common unit we own, directly or indirectly, for each share of Class A common stock we issue, and

(2)	i3 Verticals, LLC at all times maintains (a) a one-to-one ratio between the number of shares of Class A common stock we issue and the number of common units we own and (b) a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of common units owned by the Continuing Equity Owners.

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(1)	any registration statement pursuant to which the resale of the Class A common stock to be registered for such Continuing Equity Owner at or immediately following the consummation of the redemption shall

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(2)	we failed to cause any related prospectus to be supplemented by any required prospectus supplement necessary to effect such redemption;

(3)	we exercised our right to defer, delay or suspend the filing or effectiveness of a registration statement and such deferral, delay or suspension shall affect the ability of such Continuing Equity Owner to have its Class A common stock registered at or immediately following the consummation of the redemption;

(4)	such Continuing Equity Owner is in possession of any material non-public information concerning us, the receipt of which results in such Continuing Equity Owner being prohibited or restricted from selling Class A common stock at or immediately following the redemption without disclosure of such information (and we do not permit disclosure);

(5)	any stop order relating to the registration statement pursuant to which the Class A common stock was to be registered by such Continuing Equity Owner at or immediately following the redemption shall have been issued by the SEC;

(6)	there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A common stock is then traded;

(7)	there shall be in effect an injunction, a restraining order or a decree of any nature of any governmental entity that restrains or prohibits the redemption;

(8)	we shall have failed to comply in all material respects with our obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Continuing Equity Owner to consummate the resale of the Class A common stock to be received upon such redemption pursuant to an effective registration statement, as applicable; or

(9)	the redemption date would occur three business days or less prior to, or during, a black-out period.

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•	the timing of any future redemptions or exchanges—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of i3 Verticals, LLC at the time of each redemption or exchange;

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•

the price of shares of our Class A common stock when we purchase common units from the Continuing Equity Owners in connection with this offering and when redemptions or exchanges of common units occur in the future—the Basis Adjustments, as well as any related increase in any tax deductions, are directly related to the price of shares of our Class A common stock at the time of such purchases or future redemptions or exchanges;

•	the extent to which such redemptions or exchanges are taxable—if a redemption or exchange is not taxable for any reason, increased tax deductions will not be available; and

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the amount and timing of our income—the Tax Receivable Agreement generally will require us to pay 85% of the tax benefits as and when those benefits are treated as realized under the terms of the Tax Receivable Agreement. If i3 Verticals, Inc. does not have taxable income, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment and treating any outstanding common units held by members other than i3 Verticals, Inc. as having been exchanged for Class A common stock for purposes of determining such early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no tax benefits will have been actually realized. However, any tax benefits that do not result in realized tax benefits in a given taxable year will likely generate tax attributes that may be used to generate tax benefits in future taxable years. The use of any such tax attributes will result in payments under the Tax Receivable Agreement.

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•	we have been or are to be a participant;

•	the amount involved exceeded or will exceed $120,000; and

•	any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member of their immediate family or person sharing their household had or will have a direct or indirect material interest.

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•	each person, or group of affiliated persons, who is known by us to own more than 5% of our Class A or Class B common stock;

•	each of the directors, director nominees and named executive officers individually; and

•	all directors, director nominees and executive officers as a group.

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(1)

Each common unit (other than common units we hold and 337,592 common units held by certain of the former Class P unit profits interests holders that are initially subject to time-based or service-based vesting requirements) is redeemable from time to time at each holder’s option for, at our election, newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case, in accordance with the terms of the i3 Verticals LLC Agreement; provided that, at our election, we may effect a direct exchange by i3 Verticals, Inc. of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See “Certain Relationships and Related Party Transactions—i3 Verticals LLC Agreement.” In these tables, beneficial ownership of common units has been reflected as beneficial ownership of shares of our Class A common stock for which such common units may be exchanged. When a common unit is exchanged by a Continuing Equity Owner who holds shares of our Class B common stock, a corresponding share of Class B common stock will be canceled.

(2)

Represents the percentage of voting power of our Class A common stock and Class B common stock voting as a single class. Each share of Class A common stock and each share of Class B common stock entitles the registered holder thereof to one vote per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B common stock will vote as a single class on all matters except as required by law or the amended and restated certificate of incorporation.

(3)

I ncludes (a)  2,663,263 shares of Class A common stock held by First Avenue Partners II, L.P., (b)  476,434 shares of Class A common stock held by First Avenue-ETC Partners, L.P., (c)  41,861 shares of Class A common stock held by Front Street Equities, LLC (together with First Avenue Partners II, L.P. and First Avenue-ETC Partners, L.P., “First Avenue Partners”). Front Street Equities, LLC is the General Partner of First Avenue Partners II, L.P. and First Avenue-ETC Partners, L.P. Mr. Wilds serves as the sole limited partner and managing member of First Avenue Partners II, L.P., as the managing member of First Avenue-ETC Partners, L.P., and as the sole member of Front Street Equities, LLC. Decisions regarding the voting or disposition of the shares held by First Avenue Partners are made by Mr. Wilds. The address of First Avenue Partners is 30 Burton Hills Blvd, Ste 550, Nashville, Tennessee.

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(4)

Includes (a)  1,445,218 shares of Class A common stock held by HMP III Equity Holdings, LLC and (b)  355,922 shares of Class A common stock held by Harbert Mezzanine Partners III, L.P. Harbert Mezzanine Partners III, L.P. is the managing member of HMP III Equity Holdings, LLC, and HMP III GP, LLC is the General Partner of Harbert Mezzanine Partners III, L.P. Decisions regarding the voting or disposition of the shares held by the foregoing are made by an investment committee or committees (or authorized sub-committees or designees thereof). The current voting members of these committees are: John Harrison, Rob Bourquin, John Scott, Mike Luce, Sonja Keeton and Trey Ferguson. Each of Mr. Harrison, Mr. Bourquin, Mr. Scott, Mr. Luce, Ms. Keeton and Mr. Ferguson disclaims beneficial ownership of the Class A common stock held by HMP III Equity Holdings, LLC and Harbert Mezzanine Partners III, L.P. The address of HMP III Equity Holdings, LLC, Harbert Mezzanine Partners III, L.P. and HMP III GP, LLC is 2100 3rd Ave N, Ste 600, Birmingham, Alabama.

(5)

Includes (a) 975,521  shares of Class A common stock held by CCSD II, L.P., (b)  666,387 shares of Class A common stock held by Claritas Capital Specialty Debt Fund, L.P., and (c)  120,671  shares of Class A common stock held by CF i3 Corporation. CCSD GP II, LLC is the general p artner of CCSD II, L.P. and CCSD GP LLC is the general partner of Claritas Capital Specialty Debt Fund, L.P. Decisions regarding the voting or disposition of the shares held by the CCSD II, L.P. and Claritas Capital Specialty Debt Fund, L.P. are made by an investment committee or committees (or authorized sub-committees or designees thereof). The current voting members of these committees are: Burton Harvey, Lee Ballew and Mark McManigal. Decisions regarding the voting or disposition of the shares held by the CF i3 Corporation are made by its officers, Mr. Harvey and Mr. Ballew. Each of Mr. Harvey, Mr. Ballew and Mr. McManigal disclaims beneficial ownership of the Class A common stock held by CCSD II, L.P., Claritas Capital Specialty Debt Fund, L.P. and CF i3 Corporation. The address of CCSD II, L.P., Claritas Capital Specialty Debt Fund, L.P., CF i3 Corporation, CCSD GP, LLC and CCSD GP II, LLC is 40 Burton Hills Blvd, Ste 250, Nashville, Tennessee.

(6)

Includes (a)  4,736,487  shares of Class A common stock held of record by Greg Daily and Collie Daily, Mr. Daily’s spouse, of which Mr. Daily has shared voting and investment power, (b)  11,305  shares of Class A common stock held of record by Courtney Daily, Mr. Daily’s daughter and (c)  2,598,275  shares of Class A common stock held by Daily Family Investments, LLC, of which Mr. Daily serves as tax matters member. Decisions regarding the voting or disposition of the shares held by the Daily Family Investments, LLC are made by its sole manager, Jeffrey Gould. Each of Mr. Daily and Mr. Gould disclaims beneficial ownership of the Class A common stock held by Daily Family Investments, LLC. The address of Daily Family Investments, LLC is 5353 Hillsboro Pike, Nashville, Tennessee.

(7)	Includes (a) 277,503 shares of Class A common stock held by David Wilds directly and (b) 8,076 shares of Class A common stock held by Lucinda Beveridge, Mr. Wilds' spouse.

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•	prior to such time, our Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the votes of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•	at or subsequent to that time, the business combination is approved by our Board of Directors and by the affirmative vote of holders of at least 66 2/3% of the votes of our outstanding voting stock that is not owned by the interested stockholder.

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•

in the case of an annual meeting of stockholders, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which we first make a public announcement of the date of such meeting; and

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in the case of a special meeting of stockholders called for the purpose of electing directors, not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

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•	1% of the number of shares of our Class A common stock then outstanding, which will equal approximately 81,117  shares immediately after this offering; or

•	the average weekly trading volume of our Class A common stock on the Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

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•	a non-resident alien individual, other than certain former citizens and residents of the United States subject to tax as expatriates;

•	a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of a jurisdiction other than the United States or any state or political subdivision thereof or the District of Columbia;

•	a trust if it (1) is not subject to the primary supervision of a court within the United States, or no United States persons have the authority to control all substantial decisions of the trust, and (2) does not have a valid election in effect under applicable United States Treasury regulations to be treated as a United States person; or

•	an estate, other than an estate the income of which is subject to U.S. federal income taxation regardless of its source.

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•	the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);

•	the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•	we are or have been a U.S. real property holding corporation, as defined in the Code, and the non-U.S. holder held, directly or indirectly, more than 5% of our common stock at any time within the shorter of the five-year period ending on the date of the disposition and the non-U.S. holder’s holding period, and certain other conditions are met.

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•	the history of, and prospects for, our company and the industry in which we compete;

•	our past and present financial information;

•	an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenues;

•	the present state of our development;

•	the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

•	Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.

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Overallotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the overallotment option. In a naked short position, the number of shares involved is greater than the number of shares in the overallotment option. The underwriters may close out any short position by exercising their overallotment option and/or purchasing shares in the open market.

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Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the overallotment option. If the underwriters sell more shares than could be covered by exercise of the overallotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

•	Penalty bids permit the Representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

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it has not made or will not make an offer of the securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (FSMA) except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (FSA);

•

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to us; and

•	it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

•	to any legal entity which is a qualified investor, as defined in the European Prospectus Directive;

•	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the European Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by us for any such offer; or

•	in any other circumstances falling within Article 3(2) of the European Prospectus Directive,

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(1)	This debt matures on the earlier of October 30, 2022 or 181 days before the maturity date of the Company’s notes payable in aggregate principal amount of $10,500 (the “Mezzanine Notes”).

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(a)	Processing margin is equal to revenue less interchange and network fees, less other costs of services. $6,728 and $70 of residual expense, a component of other costs of services, are added back to the Merchant Services segment and Other category, respectively.

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(a)	Processing margin is equal to revenue less interchange and network fees, less other costs of services. $5,534 and $170 of residual expense, a component of other costs of services, are added back to the Merchant Services segment and Other category, respectively.

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(a)	Processing margin is equal to revenue less interchange and network fees, less other costs of services. $11,875 and $223 of residual expense, a component of other costs of services, are added back to the Merchant Services segment and Other category, respectively.

(a)	Processing margin is equal to revenue less interchange and network fees, less other costs of services. $8,391 and $467 of residual expense, a component of other costs of services, are added back to the Merchant Services segment and Other category, respectively.

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*	Previously Filed.

#	Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. i3 Verticals, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

+	Denotes a management contract or compensatory plan or arrangement.

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1.	INTRODUCTORY

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2.	REPRESENTATIONS AND WARRANTIES OF THE i3 VERTICALS PARTIES

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3.	PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES.

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4.	FURTHER AGREEMENTS OF THE i3 VERTICALS PARTIES

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5.	PAYMENT OF EXPENSES.

6.	CONDITIONS OF UNDERWRITERS’ OBLIGATIONS

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7.	INDEMNIFICATION AND CONTRIBUTION.

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8.	TERMINATION.

9.	REIMBURSEMENT OF UNDERWRITERS’ EXPENSES.

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10.	SUBSTITUTION OF UNDERWRITERS.

11.	ABSENCE OF FIDUCIARY RELATIONSHIP.

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12.	SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT.

13.	SURVIVAL OF INDEMNITIES, REPRESENTATIONS, WARRANTIES, ETC.

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14.	NOTICES.

15.	DEFINITION OF CERTAIN TERMS.

16.	GOVERNING LAW, SUBMISSION TO JURISDICTION.

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17.	UNDERWRITERS’ INFORMATION.

18.	AUTHORITY OF THE REPRESENTATIVES.

19.	PARTIAL UNENFORCEABILITY.

20.	GENERAL.

21.	COUNTERPARTS.

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(1)

if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned or (c) as a bona fide gift to a charity or educational institution;

(2)	if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value;

(3)

if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value;

(4)	if the undersigned is a trust, distributions of shares of Common Stock or any security directly or indirectly convertible into Common Stock to a beneficiary in a transaction not involving a disposition of value, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise) during the Lock-Up Period;

(5)	transactions relating to Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock acquired in open market transactions after completion of

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(6)

the entry, by the undersigned, at any time on or after the date of the Underwriting Agreement, of any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

(7)	any transfers made by the undersigned to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements disclosed in the Prospectus (as defined in the Underwriting Agreement);

(8)

any transfer of the undersigned’s Beneficially Owned Shares as a result of the redemption by the Company, i3 Verticals, LLC or their affiliates of Common Stock held by or on behalf of an employee in connection with the termination of such employee’s employment; provided, however, that if the undersigned is required to file a report under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned shall include a statement in such report regarding the reason for such transfer and that such transfer was solely to the Company;

(9)

any transfer of the undersigned’s Beneficially Owned Shares as part of the repurchase of Common Stock by the Company, not at the option of the undersigned, pursuant to an employee benefit plan described in the preliminary prospectus included in the Registration Statement at the time of its effectiveness or pursuant to the agreements pursuant to which such Common Stock was issued; provided, however, that if the undersigned is required to file a report under Section 16 of the Exchange Act, the undersigned shall include a statement in such report regarding the reason for such transfer and that such transfer was solely to the Company;

(10)

pursuant to an order of a court or regulatory agency or to comply with any regulations related to the undersigned’s ownership of Beneficially Owned Shares, provided, that in the case of any transfer or distribution pursuant this clause, any filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Beneficially Owned Shares, shall state that such transfer is pursuant to an order of a court or regulatory agency or to comply with any regulations related to the ownership of the Beneficially Owned Shares unless such a statement would be prohibited by any applicable law, regulation or order of a court or regulatory authority; and provided, further, provided that the undersigned requests the transferee to be bound in writing by the restrictions set forth herein (it being understood and agreed that the undersigned will be deemed to have complied with the requirements of this proviso regardless of whether the transferee agrees to be bound by such restrictions);

(11)	any transfer to the Company or its affiliates upon death or disability of the undersigned;

(12)	any transfer with the prior written consent of the Representatives on behalf of the Underwriters;

(13)	any transfer of the undersigned’s Beneficially Owned Shares to the Company or any of its subsidiaries in connection with any purchase of membership interests in i3 Verticals, LLC

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(14)	any transfer of the undersigned’s Beneficially Owned Shares to the Company or any of its subsidiaries in connection with, and as contemplated by, the Reorganization Transactions (as such term is defined in the preliminary prospectus included in the Company’s Registration Statement on Form S-1 (the “Registration Statement”) under the section “Our Organizational Structure”);

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*	This Schedule of Members shall be updated from time to time to reflect any adjustment with respect to any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Common Units, or to reflect any additional issuances of Common Units pursuant to this Agreement.

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1.

Joinder to the LLC Agreement. Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a Member under the LLC Agreement and a party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the LLC Agreement as if it had been a signatory thereto as of the date thereof.

2.	Incorporation by Reference. All terms and conditions of the LLC Agreement are hereby incorporated by reference in this Joinder as if set forth herein in full.

3.	Address. All notices under the LLC Agreement to the undersigned shall be direct to:

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