[•]Shares5,000,000Shares

F5 Finishes, Inc.

Common Stock

$[•] Per Share

F5 Finishes, Inc. was founded in 2007 and remained inactive until 2017, when it was repurposed to acquire six companies that provide commercial flooring solutions, including sales, installation and maintenance services for existing and new commercial buildings. This is the initial public offering of our common stock. We anticipate that the public offering price of our common stock will be between $[•]$7.00 and $[•]$8.00 per share.

Prior to this offering, there has been no public market for our common stock. We intend to applyhave been approved to list our common stock on the NASDAQ Capital Market under the symbol “FLRZ.” If our listing application is not approved by the NASDAQ Stock Market (“NASDAQ”), we will not be able to close this offering and this offering will be terminated.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 19 for a discussion of the risks that you should consider in connection with an investment in our securities.

To the extent that the underwriters sell more than [•] shares5,000,000shares of common stock, the underwriters have the option to purchase up to an additional [•] shares750,000shares from us at the public offering price less the underwriting discount. See “Underwriting” for a full description of underwriter compensation.

The underwriters expect to deliver the shares of common stock to the purchasers on [•], 2019.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Co-manager

Sanders Morris Harris LLC

Prospectus dated [•datedJanuary[•], 20192020

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with any additional information or information that is different. This prospectus may be used only where it is legal to sell these securities. You should assume that the information in this prospectus is accurate only as of the date of this prospectus.

No action is being taken in any jurisdiction outside the United States to permit a public offering of these securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of the prospectus applicable to that jurisdiction.

“F5 Finishes,” “F5 Finishes, Inc.” and “f5finishes.com” are trademarks and are the property of F5 Finishes, Inc. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business

We have no combined operating history, and there are risks associated with the proposed Combinations that could adversely affect the results of our operations.

F5 Finishes was founded in 2007 but has generated no revenues and conducted no operations to date, other than activities related to the acquisition of the Founding Companies and this offering. F5 Finishes has entered into agreements to combine with each of the Founding Companies simultaneously with, and as a condition to, the sale of the shares of common stock in this offering. However, the Founding Companies have operated independently of one another to date. There can be no assurance that we will be able to integrate the operations of the Founding Companies successfully or to institute the necessary systems and procedures, including accounting and financial reporting systems, to manage the combined enterprise on a profitable basis and to report the results of operations of the combined entities on a timely basis. In addition, there can be no assurance that our recently assembled management team will be able to successfully manage the combined entity and effectively implement our operating or growth strategies. The pro forma financial results of the Founding Companies cover periods during which they were not under common control or management and, therefore, may not be indicative of the combined entity’s future financial or operating results. Our success will depend on management’s ability to integrate the six companies we are combining concurrently with this offering and other companies we may acquire in the future into one organization. Our inability to successfully integrate the companies we acquire and to coordinate and integrate certain operational, administrative, financial and information technology systems would have a material adverse effect on our financial condition and results of operations.

Our business is dependent upon commercial construction, corporate remodeling and refurbishment activities, which are sensitive to prevailing economic conditions over which we have no control. A decline in commercial construction activity, corporate remodeling or refurbishment could have a material adverse effect on our business.

Our business has greater sales opportunities when construction activity is strong and, conversely, has fewer opportunities when such activity declines. Although the impact of a decline in new construction activity is typically accompanied by an increase in remodeling and refurbishment activity, these activities typically lag as well. The cyclical nature of the construction industry tends to be influenced by prevailing economic conditions. Such prevailing economic conditions are beyond our control and are affected by the following:

•        short- and long-term interest rates and inflation;

•        credit availability for commercial construction projects;

•        material costs;

•        energy prices;

•        employment levels;

•        office vacancy and absorption rates;

•        tax rates and tax policy;

•        trade relations and tariffs;

•        the state of the global economy;

•        demand for hotel space in a geographic area, changes in travel patterns, and the level of tourism and convention-related activity in general;

•        changes in the amount of funds budgeted for governmental projects;

•        changes in the magnitude of capital expenditures devoted to the construction of hospitals, hotels, retail establishments, educational institutions, banking facilities, offices and other facilities; and

•        federal, state and local energy efficiency programs, regulations, codes and standards.

Adverse changes in economic conditions may affect our business generally or may be more prevalent or concentrated in particular markets in which we operate or in which we may operate in the future. Any changes that result in significant or prolonged downturns in construction activity could have a material adverse effect on our financial condition, liquidity or results of operations. In addition, increasing volatility in financial and capital markets may cause some of the above factors to change with a greater degree of frequency and magnitude than in the past. The American Institute of Architecture’s August 2019 Architecture Billings Index (ABI), a monthly economic indicator that leads nonresidential construction activity by approximately 9 to 12months, was at 47.2 (a score over 50 indicates billings growth), representing its 11th time below 50 over the past 85months. Until March of 2019, the BD had been above the growth threshold of 50 for 25 consecutive months. Architecture firm billings have either declined or been flat since February 2019, the longest period of such softness since 2012.

Our failure to accurately estimate project costs or successfully execute a project could result in reduced profits or losses that could adversely affect our business, financial condition, results of operations and cash flows.

We currently generate a portion of our revenues under fixed price contracts, and we expect to continue generating varying amounts of revenues under these types of contracts on various projects. Under these contracts, we assume risks related to project estimates and execution, and project revenues, profitability and costs can vary, sometimes substantially, from our original projections due to a variety of factors, including, without limitation:

•        unforeseen circumstances or project modifications not included in our cost estimates or covered by our contract for which we cannot obtain adequate compensation, including concealed or unknown environmental, geological or geographical conditions;

•        failure to accurately estimate project costs or accurately establish the scope of our services covered by the project contract;

•        unanticipated technical problems, such as uneven floors, the discovery of latent damage or issues with moisture;

•        inability to achieve guaranteed performance or quality standards with regard to engineering, construction or project management obligations;

•        failure to properly make judgments in accordance with applicable professional standards, including floor flatness, floor hardness and floor moisture content standards;

•        changes in the cost of equipment, commodities, materials or labor;

•        unanticipated costs or claims due to delays or failure to perform by customers, subcontractors, suppliers or other third parties;

•        contract termination or suspension and our inability to obtain reimbursement;

•        delays and additional costs associated with obtaining required permits or approvals; and

•        quality issues, including those requiring rework or replacement

These factors and events may result in reputational harm or cause actual revenues and gross profits for a project to differ from what we originally estimated, resulting in reduced profitability or losses on projects. Such differences could be material and could have a significant impact on our business, financial condition, results of operations and cash flows.

Our industry is highly fragmented and competitive, and increased competitive pressure may adversely affect our business, financial condition, results of operations and cash flows.

The commercial flooring sales, installation and maintenance contracting industry is highly fragmented and competitive, and the barriers to entry are relatively low. We face significant competition from other national, regional and local companies. Currently, most of our competitors are other local businesses. Our largest single competitor is Spectra Contract Flooring, a Berkshire Hathaway company with more than 30 locations and the largest commercial flooring contractor in the United States, with which we presently compete in our Southern California and Tampa Florida markets. Other significant companies in our industry with which we do not presently compete because they are not operating in the same geographic areas as any of our Founding Companies, but with which we may compete in the future as we expand the geographic scope of our operations, include Bonitz, Inc., the largest regional commercial flooring contractor in the southeastern United States, and Mr.David’s Flooring International, LLC, a large commercial flooring contractor in the Chicago area with additional locations in the Midwest and Florida. Any of these competitors and other present and future competitors may (i) foresee the course of market development more accurately than we do, (ii) offer services that are deemed superior to ours, (iii) provide flooring products and services at a lower cost, including without limitation, the installation and maintenance of flooring products, (iv) develop stronger relationships with commercial builders and landlords, (v) adapt more quickly to new technologies, new installation techniques or evolving customer requirements, (vi) have more favorable contracts or arrangements with suppliers, or (vii) have access to financing on more favorable terms than we can obtain in the market. As a result, we may not be able to compete successfully with them. If we are unable to compete effectively, our business, financial condition, results of operations and cash flows may be adversely affected.

If our efforts to locate desirable targets in the business of commercial flooring and installation are unsuccessful or if we are unable to acquire desirable companies on commercially reasonable terms, our revenues and profits will be adversely affected.

Following this offering, one of our principal growth strategies will be to increase our revenue through the acquisition of additional businesses within our industry, particularly since there is no assurance that the operations of our Founding Companies alone will be sufficiently profitable to meet our expectations. We may face competition in our pursuit to acquire additional businesses, which could limit the number of available companies for sale and may lead to higher acquisition prices. When we identify desirable companies, their owners may not be willing to sell their companies at all or on terms that we have determined to be commercially reasonable. If our efforts to locate and acquire desirable companies are not successful, our revenues and profits may be adversely affected.

Our ability to acquire additional businesses may require issuances of our common stock and/or debt financing that we are unable to obtain on acceptable terms.

Following this offering, the timing, size and success of our acquisition efforts and the associated capital commitments cannot be readily predicted. We intend to use our common stock, cash, and borrowings under the credit facility we intend to enter into concurrently with this offering, if necessary, as consideration for future acquisitions of companies. The issuance of additional common stock in connection with future acquisitions may be dilutive to holders of shares of common stock issued in this offering. In addition, if our common stock does not maintain a sufficient market value or potential acquisition candidates are unwilling to accept common stock as part of the consideration for the sale of their businesses, we may be required to utilize more of our cash resources, including obtaining additional capital through debt financing. However, there can be no assurance that we will be able to obtain financing if and when it is needed or that it will be available on terms that we deem acceptable. As a result, we may be unable to pursue our acquisition strategy successfully, which may prevent us from achieving our growth objectives.

We may not be able to successfully integrate future acquisitions or generate sufficient revenues from future acquisitions, which could cause our business to suffer.

If we buy a company or a division of a company, there can be no assurance that we will be able to profitably manage such business or successfully integrate such business without substantial costs, delays or other operational or financial problems. There can be no assurance that the businesses we acquire in the future will achieve anticipated revenues and earnings. Additionally:

•        the key personnel of the acquired business may decide not to work for us;

•        changes in management at an acquired business may impair its relationships with employees and customers;

•        we may be unable to maintain uniform standards, controls, procedures and policies among acquired businesses;

•        we may be unable to successfully implement infrastructure, logistics and systems integration;

•        we may be held liable for legal claims (including environmental claims) arising out of activities of the acquired businesses prior to our acquisitions, some of which we may not have discovered during our due diligence, and we may not have indemnification claims available to us or we may not be able to realize on any indemnification claims with respect to those legal claims;

•        we will assume risks associated with deficiencies in the internal controls of acquired businesses;

•        we may not be able to realize the cost savings or other financial benefits we anticipated; and

•        our ongoing business may be disrupted or receive insufficient management attention.

Some or all of these factors could have a material adverse effect on our business, financial condition and results of operations.

If we are not able to manage our internal growth, the results of our operations will be adversely affected.

We will attempt to increase our revenues through internal growth as well as through acquisitions. There can be no assurance that our systems, procedures and controls will be adequate to support our operations as they expand. For example, the ability to internally communicate, coordinate and execute business strategies, plans and tactics may be negatively impacted by our increasing size and complexity. A decentralized structure places significant control and decision-making powers in the hands of our operating unit management. This contributes to the risk that we may be slower or less able to identify or react to problems affecting key business matters than we would in a more centralized environment. The lack of timely access to information may impact the quality of decision making by management. Our decentralized organization creates the possibility that our operating subsidiaries assume excessive risk without appropriate guidance from our centralized legal, accounting, tax, treasury and insurance functions as to the potential overall impact. Any future growth will also impose significant additional responsibilities on members of senior management. Furthermore, as we grow, our ability to increase productivity and profitability will be limited by our ability to employ, train and retain skilled personnel to provide services to our customers. There can be no assurance that we will be able to maintain an adequate skilled labor force necessary to operate efficiently or that our labor expenses will not increase as a result of a shortage in the supply of skilled personnel. To the extent that we are unable to manage our growth efficiently and effectively, or are unable to attract and retain skilled personnel, our financial condition and results of operations could be materially adversely affected.

We depend upon the services of our management team.

Our success depends, in part, upon the continuing contributions of our executives and other key employees. This includes, in part, continuing efforts from many of the executives and other key employees of the Founding Companies, whose reputations and client relationships have contributed significantly to the success of those companies. Although we have employment and noncompetition agreements with certain of our executives, there is no guarantee that they will remain with us. Furthermore, in certain states in which we operate, noncompetition and other restrictive covenants imposed on employees may be limited in their enforceability. For example, California will not enforce post-employment noncompetition and nonsolicitation agreements. To the extent that we have such agreements with employees, there is no guarantee that we will be able to enforce them if an employee leaves. The loss of the services of

any of our executives or other key employees, or our failure to attract other executive officers or managers, could have a material adverse effect on our business or our business prospects. If we lose the services of any of our executives or other key employees at the operating or regional level, we may not be able to replace them with similarly qualified personnel, which could harm our business.

•        the imposition of new or different duties (including antidumping and countervailing duties), tariffs, taxes and/or other charges on exports or imports, including as a result of errors in the classification of products upon entry or changes in the interpretation or application of rates or regulations relating to the import or export of our products;

Our operating results may vary significantly from quarter to quarter.

Our business is subject to seasonal and other variations for Founding Companies located in harsher climates that can result in significant differences in operating results from quarter to quarter. For example, we typically experience lower gross and operating margins during winter months due to lower demand for our services and more difficult operating conditions. Additionally, our quarterly results may be materially and/or adversely affected by:

•        the timing and volume of work we perform and our performance with respect to ongoing projects;

•        project delays, reductions in scope or cancellations, including as a result of permitting, regulatory or environmental processes, project performance, customer capital constraints, claimed force majeure events, protests or other political activity, or legal challenges;

•        adverse weather conditions and significant weather events;

•        variations in the size, scope and margins of projects we perform and the mix of our customers, contracts and business during any particular quarter;

•        the magnitude of work performed under change orders and the timing of their recognition;

•        disputes with customers or delays relating to billing and payment under our contracts and change orders, and our ability to successfully negotiate and obtain payment or reimbursement under our contracts and change orders;

•        changes in accounting pronouncements that require us to account for items differently;

•        the recognition of tax impacts related to changes in tax laws or uncertain tax positions;

•        the timing and magnitude of costs we incur to support growth internally or through acquisitions or otherwise;

•        the timing and integration of acquisitions and the magnitude of the related acquisition and integration costs; and

•        estimates and assumptions in determining our financial results, remaining performance obligations and backlog, including the timing and significance of impairments of long-lived assets, equity or other investments, receivables, goodwill or other intangible assets.

U.S. policies related to global trade and tariffs could adversely affect our business, financial condition and results of operations.

The current domestic and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. We import approximately 30% of the products we sell from foreign suppliers (including approximately 5% from China), which could be impacted by these tariffs. Potential costs and any attendant impact on pricing arising from these tariffs and any further expansion in the types or levels of tariffs implemented could require us to modify our current business practices and could adversely affect our business, financial condition and results of operations.

Our performance is dependent on our ability to attract, train and retain qualified employees while controlling labor costs.

The labor market for our industry is very competitive. We must attract, train and retain a large number of qualified employees, including sales representatives, branch managers, installers, and truck drivers, while controlling related labor costs. We face significant competition for these employees. Tighter labor markets may make it even more difficult for us to hire and retain employees and control labor costs. In particular, in a tight labor market, we compete with other companies to recruit and retain qualified installers and truck drivers, which positions have high turnover rates. Difficulty obtaining needed labor at the required times can impact the timing and completion of projects or inhibit our ability to grow our revenue. Our ability to attract qualified employees and control labor costs is subject to numerous external factors, including competitive wage rates and health and other insurance and benefit costs. A

significant increase in competition, minimum wage or overtime rates in localities where we have employees could have a significant impact on our operating costs, which can affect our profit margins. Also, high turnover rates can lead to increased training costs. If we are not able to maintain a sufficient workforce and attract additional personnel as required, we may not be able to implement our business plan and our results of operations could be materially and adversely affected.

Our operating results may be adversely affected if we are not successful in managing our working capital.

We must maintain, and have adequate working capital to fund the purchase of materials and to pay for the labor costs of installation before we receive payment from our customers.  Our investment in our ongoing work-in-process is substantial, and efficient and timely billing is an important component of our business strategy and working capital management process.  We must manage our working capital to fund our materials purchases. If we are unable to effectively manage our working capital as we attempt to expand our business, our cash flows may be negatively affected, which could have a material adverse effect on our business, financial condition and operating results.

Failure to adapt to changes in building codes and commercial consumer preferences could lead to less demand for our products, resulting in reduced net sales.

Our business is impacted by local and state building codes and commercial consumer preferences, including a growing focus on energy efficiency. Our competitive advantage is due, in part, to our ability to respond to changes in these commercial consumer preferences and building codes. However, if our product offerings and installation services do not adequately or quickly adapt to changing preferences and building standards, we may lose market share to competitors, which could reduce net sales.

Compliance with employment laws and regulations and legal actions alleging employment violations or workplace injuries can be costly, which may adversely affect our business and financial performance.

We are subject to federal, state and local employment laws and regulations, including the U.S. Occupational Safety and Health Act, the U.S. Fair Labor Standards Act, and the Immigration Reform and Control Act. These laws and regulations govern such matters as wage and hour requirements, workers’ compensation insurance, unemployment and other taxes, working and safety conditions, and citizenship and immigration status. Compliance with these laws can be costly, and a failure or perceived failure to comply with these laws could result in negative publicity that could harm our reputation.

We may be subject to lawsuits from our employees, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters, and we have been party to such matters in the past. Our warehouses and flooring installation services involve the operation of forklifts and other machinery and the storage and movement of heavy merchandise, all of which are activities that have the inherent danger of injury or death to employees despite safety precautions, training and compliance with federal, state and local health and safety regulations. Our employees are also at risk for other workplace-related injuries, including slips and falls, and our installers may be exposed to hazardous or toxic materials. While we have insurance coverage in place in addition to policies and procedures designed to minimize these risks, we may nonetheless be unable to avoid material liabilities for an injury or death arising out of job-related hazards. In light of the potential cost and uncertainty involved in litigation, we may settle matters even when we believe we have a meritorious defense. Litigation and its related costs may have a material adverse effect on our business, financial condition or results of operations.

Our business could be adversely affected by changes in immigration laws or failure to properly verify the employment eligibility of our employees.

Some states in which we operate are considering or have already adopted new immigration laws or enforcement programs, and the federal government from time to time considers and implements changes to federal immigration laws, regulations or enforcement programs. These changes may increase our compliance and oversight obligations, which could subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees. Although we verify the employment eligibility status of all our employees, including through participation in the “E-Verify” program in the states that require it, some of our employees may, without our knowledge, be unauthorized workers. In addition, use of the “E-Verify” program does not guarantee that we will properly identify all applicants who are ineligible for employment. Unauthorized workers are subject to deportation and may subject us

to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and retain qualified employees. Termination of a significant number of employees due to work authorization or other regulatory issues may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration laws. These factors could have a material adverse effect on our reputation, business, financial condition and results of operations.

Furthermore, immigration laws have been an area of considerable political focus in recent years, and the U.S. Congress, Department of Homeland Security and the Executive Branch of the U.S. government from time to time consider or implement changes to federal immigration laws, regulations or enforcement programs. Changes in immigration or work authorization laws may increase our obligations for compliance and oversight, which could subject us to additional costs and potential liability and make our hiring process more cumbersome, or reduce the availability of potential employees. We are subject to regulations of U.S. Immigration and Customs Enforcement, or ICE, and Department of Labor, and we are audited from time to time by these parties for compliance with work authentication requirements. While we believe we are in compliance with applicable laws and regulations, if we are found not to be in compliance as a result of any audits, we may be subject to fines or other remedial actions.

A portion of our workforce is unionized, and labor activities could disrupt our operations and decrease our profitability, especially if our workforce or the workforce of our suppliers becomes more unionized.

Certain of our field employees (less than 30%) are currently covered by collective bargaining or other similar labor agreements. If these employees were to engage in labor activities, this could disrupt our operations. If a larger number of our employees were to unionize, including in the wake of any future legislation that makes it easier for employees to unionize, our business could be negatively affected. Any inability by us to negotiate collective bargaining arrangements (either to replace expiring agreements or new agreements) could cause strikes or other work stoppages, and newly negotiated contracts could result in increased operating costs. If any such strikes or other work stoppages occur, or if other employees become represented by a union, we could experience a disruption of our operations and higher labor costs.

In addition, while our suppliers typically have non-unionized work forces, if a larger number of their work forces were to unionize in the future, this could result in strikes, work stoppages or slowdowns, which could cause slowdowns or closures of facilities where components of the products that we install are manufactured or could affect the ability of our suppliers to deliver such products to us. Any interruption in the production or delivery of these products could delay or reduce availability of these products and increase our costs.

All of our unionized employees are employed by DSB+. While we do not believe that any of our collective bargaining agreements would require collective bargaining at our current or future non-union locations, there is a risk that our structure could be challenged, and an adverse claim or judgment resulting from such a challenge could have a material adverse effect on our operations.

The nature of our business exposes us to personal injury, product liability, workmanship warranty, breach of contract, construction defect and other claims and governmental investigations, which could result in negative publicity, harm our brand and adversely affect our business, financial condition and operating results.

We face an inherent risk of exposure to personal injury, product liability, workmanship warranty, breach of contract, construction defect and other claims or governmental investigations in the event that the use of our products is alleged to have resulted in economic loss, personal injury or property damage or violated environmental or other laws. For instance, companies in the flooring industry have been the subject of regulatory action and claims related to formaldehyde in laminate flooring.

We rely on manufacturers and other suppliers to provide us with products and do not have direct control over the quality of the products provided to us. As such, we are exposed to risks relating to the quality of such products. Statutes of limitation on lawsuits relating to construction defects can run as long as ten years. Any personal injury, product liability or other claims made against us, whether or not they have merit, or governmental investigation related to our products, could be time consuming and costly to defend or respond to, may not be covered by insurance carried by us, could result in negative publicity, could harm our brand and could adversely affect our business, financial condition and operating results. Furthermore, product liability or other claims made against our suppliers or other flooring companies, and any resulting negative publicity, may harm our reputation and affect the demand for our products.

We also generally provide a warranty against defects in workmanship for a period of one year.  If warranty claims are significant, this could have a material adverse effect on us by, among other things, requiring additional expenditures for products and personnel, as well as damaging our reputation and goodwill.

We may be subject to claims arising from the operations of our various businesses for periods prior to the dates we acquired them.

We may be subject to claims or liabilities arising from the ownership or operation of acquired businesses for the periods prior to our acquisition of them, including environmental, warranty, workers’ compensation and other employee-related and other liabilities and claims not covered by insurance. These claims or liabilities could be significant. Our ability to seek indemnification from the former owners of our acquired businesses for these claims or liabilities may be limited by various factors, including the specific time, monetary or other limitations contained in the respective acquisition agreements and the financial ability of the former owners to satisfy our indemnification claims. In addition, insurance companies may be unwilling to cover claims that have arisen from acquired businesses or locations, or claims may exceed the coverage limits that our acquired businesses had in effect prior to the date of acquisition. If we are unable to successfully obtain insurance coverage of third-party claims or enforce our indemnification rights against the former owners, or if the former owners are unable to satisfy their obligations for any reason, including because of their current financial position, we could be held liable for the costs or obligations associated with such claims or liabilities, which could adversely affect our financial condition and results of operations.

We are from time to time engaged in various legal actions, claims and proceedings arising in the ordinary course of business and, while we cannot predict the outcomes of such proceedings and other contingencies with certainty, this litigation and any potential future litigation could have an adverse impact on us.

We are, from time to time, engaged in various legal actions, claims and proceedings arising in the ordinary course of business, including claims related to breach of contract, product liabilities, intellectual property matters and employment related matters resulting from our business activities. As with most actions such as these, an estimate of any possible and/or ultimate liability cannot always be determined. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Additionally, we cannot guarantee that we will not become engaged in additional legal actions, claims, proceedings or governmental investigations in the future. Any such action could result in negative publicity, harm to our reputation and adversely affect our business, financial condition and operating results.

We are subject to environmental and health and safety regulations and potential exposure to environmental liabilities.

Certain portions of our operations are subject to laws and regulations governing the environmental protection of natural resources and health and safety, including formaldehyde emissions and the use, storage, handling, generation, transportation, treatment, emission, release, discharge and disposal of certain hazardous or toxic materials and wastes. In addition, certain of our products are subject to laws and regulations relating to the importation, exportation, acquisition or sale of certain plants and plant products, including those that have been illegally harvested, and the emissions of hazardous or toxic materials.

We operate our business in accordance with standards and procedures designed to comply with the applicable laws and regulations in these areas and work closely with our suppliers in order to comply with such laws and regulations. If we violate or are alleged to have violated these laws, we could incur significant costs, be liable for damages, experience delays in shipments of our products, be subject to fines, penalties, criminal charges or other legal risks, or suffer reputational harm. In addition, as owners and lessees of real property, we may be held liable for, among other things, hazardous or toxic substances on, at, under or emanating from currently or formerly owned or operated properties, or any off-site disposal locations, or for any known or newly discovered environmental conditions at or relating to any of our properties, including those arising from activities conducted by previous occupants or at adjoining properties, without regard to whether we knew of or were responsible for such release. We also may be required to investigate, remove, remediate or monitor the presence or release of hazardous or toxic substances. Any of these outcomes could reduce demand for our products and adversely affect our business, financial condition and operating results. In addition, there can be no assurance that such laws or regulations will not become more stringent in the future or that we will not incur additional costs in the future in order to comply with such laws or regulations.

Transportation regulations could impose substantial costs and/or restrictions on our operations that would reduce our net income.

Our transportation operations, upon which we depend to transport materials from our locations to job sites, are subject to the regulatory jurisdiction of the U.S. Department of Transportation, or DOT. The DOT has broad administrative powers with respect to our transportation operations. More restrictive limitations on vehicle weight and size, trailer length and configuration or driver hours of service would increase our costs, which, if we are unable to pass these cost increases on to our customers, may increase our selling and administrative expenses and adversely affect our financial condition, operating results and cash flows. If we fail to comply adequately with DOT regulations or regulations become more stringent, we could experience increased inspections, regulatory authorities could take remedial action including imposing fines or shutting down our operations and we could be subject to increased audit and compliance costs.

Our results of operations could be adversely affected as a result of asset impairments.

Our results of operations and financial condition could be adversely affected by impairments to goodwill, other intangible assets, receivables, long-lived assets or investments. For example, when we acquire a business, we record goodwill in an amount equal to the amount we paid for the business minus the fair value of the net tangible assets and other identifiable intangible assets of the acquired business. Goodwill and other intangible assets that have indefinite useful lives cannot be amortized, but instead must be tested at least annually for impairment. For additional description on this impairment testing, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies”. Any future impairments, including impairments of goodwill, intangible assets, long-lived assets or investments, could have a material adverse effect on our financial condition and results of operations for the period in which the impairment is recognized.

We may be required to contribute cash to meet our underfunded obligations in certain multiemployer pension plans.

Our collective bargaining agreements generally require us to participate with other companies in multiemployer pension plans. To the extent those plans are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, may subject us to substantial liabilities under those plans if we withdraw from them or they are terminated or experience a mass withdrawal.

In addition, the Pension Protection Act of 2006, as amended, added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans that are classified as “endangered,” “seriously endangered” or “critical” status based on multiple factors (including, for example, the plan’s funded percentage, cash flow position and whether it is projected to experience a minimum funding deficiency). Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, as applicable, which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. Certain plans to which we contribute or may contribute in the future are in “endangered,” “seriously endangered” or “critical” status. The amount of additional funds, if any, that we may be obligated to contribute to these plans in the future cannot be estimated due to uncertainty of the future levels of work that require the specific use of union employees covered by these plans, as well as the future contribution levels and possible surcharges on contributions applicable to these plans. SeeNote 10 of the accompanying notes to F5 Finishes’ consolidated financial statements included elsewhere in the prospectus for a further description of the funding status of these plans.

F5 Finishes is a holding company and conducts all of our operations through our subsidiaries.

F5 Finishes is a holding company, and all of our operating assets are held by our subsidiaries. We derive all of our operating income from our subsidiaries. We will rely on the earnings and cash flows of our subsidiaries, which are paid to us by our subsidiaries in the form of dividends and other payments or distributions, to meet our debt service and other obligations, and to pay dividends on our common stock (which we do not intend to do in any case in the foreseeable future, as addressed elsewhere in these risk factors). The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available

for the payment of dividends and other distributions to us), the terms of existing and future indebtedness and other agreements of our subsidiaries and the covenants of any future outstanding indebtedness that our subsidiaries incur.

We are at times required to obtain performance bonds and licensing bonds, the unavailability of which could adversely affect our business, financial condition, results of operations and/or cash flows.

We are at times required to obtain performance bonds and licensing bonds to secure our performance under certain contracts and other arrangements. In addition, the commercial construction end market also requires higher levels of performance bonding.

Our ability to obtain performance bonds and licensing bonds primarily depends on our credit rating, capitalization, working capital, past performance, management expertise and certain external factors, including the overall capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain performance bonds and licensing bonds can also be impacted by the willingness of insurance companies to issue performance bonds and licensing bonds. If we are unable to obtain performance bonds and licensing bonds when required, our business, financial condition, results of operations and/or cash flows could be adversely impacted.

We may be adversely affected by disruptions in our information technology systems caused by, among other things, our initial reliance on the legacy information technology systems of our Founding Companies and our transition to an integrated technology platform.

Our operations are dependent upon our information technology systems, which we rely upon to manage customer orders on a timely basis, to coordinate our sales and installation activities across all of our locations and to manage invoicing. Our existing information technology systems, including financial software systems for financial and budget reporting, general ledger accounting, accounts payable, payroll and fixed assets, are not integrated across our Founding Companies. We intend to adopt an integrated technology platform as soon as practicable following this offering. Until we transition to an integrated technology platform, we will continue to rely upon the legacy information technology systems of each of our Founding Companies, which may be unable to provide adequate support for our needs. This may delay our ability to achieve operating efficiencies or otherwise realize cost savings as a result of anticipated acquisition synergies. The process of transitioning to an integrated technology platform may result in operational disruptions and resource constraints. A substantial disruption in our information technology systems for any prolonged time period arising from this transition and from other causes (for example, system capacity limits from unexpected increases in our volume of business, outages, computer viruses, unauthorized access or delays in our service) could result in delays in receiving customer orders and inventory and supplies, placing orders with suppliers and scheduling production, or installing our products on a timely basis for our customers, which could adversely affect our reputation and customer relationships. In addition, our systems might be damaged or interrupted by natural or man-made events or by computer viruses, physical or electronic break-ins, or similar disruptions affecting the Internet. Such disruptions, delays, problems or costs could have a material adverse effect on our financial condition, results of operations and cash flows.

In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.

In addition to the disruptions that may occur from interruptions in our information technology systems, cybersecurity threats and sophisticated and targeted cyberattacks pose a risk to our information technology systems. We intend to implement security policies, processes and defenses designed to help identify and protect against intentional and unintentional misappropriation or corruption of our information technology systems and disruption of our operations. Until such time as we implement such policies, processes and defenses, there is a heightened risk of security breaches. Even after implementation of such protective measures, our information technology systems may be damaged, disrupted or shut down due to attacks by unauthorized access, malicious software, computer viruses, undetected intrusion, hardware failures or other events, and in these circumstances our disaster recovery plans may be ineffective or inadequate. These breaches or intrusions could lead to business interruption, exposure of proprietary or confidential information, data corruption, damage to our reputation, exposure to legal and regulatory proceedings and other costs. Such events could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, we could be adversely affected if any of our significant customers or suppliers experiences any similar events that disrupt their business operations or damage their reputation.

We intend to implement monitoring practices and protections of our information technology to reduce these risks and test our systems on an ongoing basis for potential threats, but until these practices and protections are implemented, we face a heightened risk of exposure to such threats. We will carry cybersecurity insurance to help mitigate the financial exposure and related notification procedures in the event of intentional intrusion. There can be no assurance, however, that our efforts will prevent the risk of a security breach of our databases or systems that could adversely affect our business.

Restrictions in our new credit facility, or any other indebtedness we may incur in the future, could adversely affect our business, financial condition, results of operations, ability to make distributions to stockholders and the value of our common stock.

We intend to enter into a new credit facility concurrently with the completion of this offering. Our new credit facility, or any future credit facility or other indebtedness we enter into, may limit our ability to, among other things:

•        incur or guarantee additional debt;

•        make distributions or dividends on or redeem or repurchase shares of common stock;

•        make certain investments and acquisitions;

•        make capital expenditures;

•        incur certain liens or permit them to exist;

•        enter into certain types of transactions with affiliates;

•        acquire, merge or consolidate with another company; and

•        transfer, sell or otherwise dispose of all or substantially all of our assets.

Our new credit facility or other debt instruments will also likely contain covenants requiring us to maintain certain financial ratios and meet certain tests, such as a fixed charge coverage ratio, a leverage ratio and minimum EBITDA test. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — F5 Finishes — Combined — Liquidity.” Our ability to comply with those financial ratios and tests can be affected by events beyond our control, and we may not be able to comply with those ratios and tests when required to do so under the applicable debt instruments.

The provisions of our new credit facility or other debt instruments may affect our ability to obtain future financing and pursue attractive business opportunities and our flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of our new or any future credit facility or other debt instruments could result in a default or an event of default that could enable our lenders or other debt holders to declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and our stockholders could experience a partial or total loss of their investment.

Our business relies significantly on our expertise in installation and distribution logistics, and we generally do not have intellectual property that is protected by patents.

Our business is significantly dependent upon our expertise in installation and distribution logistics, including significant expertise in the application of building science. We rely on a combination of trade secrets and contractual confidentiality provisions and, to a much lesser extent, copyrights and trademarks, to protect our proprietary rights. Accordingly, our intellectual property is more vulnerable than it would be if it were protected primarily by patents. We may be required to spend significant resources to monitor and protect our proprietary rights, and in the event a misappropriation or breach of our proprietary rights occurs, our competitive position in the market may be harmed. In addition, competitors may develop competing technologies and expertise that renders our expertise obsolete or less valuable.

Risks Related to this Offering and Our Common Stock

There is no public market for our common stock, and an active trading market for our common stock may not develop, which could impede your ability to sell shares and depress the market price of your shares.

Prior to this offering, there has been no public market for our common stock. An active trading market for our common stock may not develop upon completion of this offering, or if it does develop, it may not be sustained. If an active trading market does not develop, you may have difficulty selling any shares of our common stock that you purchase. The initial public offering price of our common stock was determined by negotiations between us and representatives of the underwriters and may not reflect the prevailing price in the open market. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you paid in this offering.

The price of our common stock may fluctuate substantially, and your investment may decline in value.

Following this offering, the market price of our common stock could be extremely volatile and may be significantly affected by factors, such as:

•        market conditions affecting the commercial construction and building products industries;

•        quarterly variations in our results of operations;

•        changes in government regulations;

•        the announcement of acquisitions by us or our competitors;

•        changes in general economic and political conditions;

•        volatility in the financial markets;

•        results of our operations and the operations of others in our industry;

•        changes in interest rates;

•        threatened or actual litigation and government investigations;

•        the addition or departure of key personnel;

•        actions taken by our stockholders, including the sale or disposition of their shares of our common stock; and

•        differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts’ recommendations or projections.

These and other factors may lower the market price of our common stock, regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the public offering price.

Furthermore, in recent years the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our common stock and materially affect the value of your investment.

In the past, securities class action litigation often has been instituted against companies following periods of volatility in the market price of their securities. This type of litigation, if directed at us, could result in substantial costs and a diversion of management’s attention and resources.

The requirements of being a public company may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company with listed equity securities, we will need to comply with certain laws, regulations and requirements, including corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the Securities and Exchange Commission (the “SEC”) and the requirements of NASDAQ, including the listing standards

of the NASDAQ Capital Market tier, with which the Founding Companies were not required to comply as private companies. Complying with these statutes, regulations and requirements will occupy a significant amount of the time of our board of directors and management and will result in significant costs and expenses, particularly after we are no longer an emerging growth company under the JOBS Act. We will need to:

•        institute comprehensive corporate governance and compliance functions;

•        design, establish, evaluate and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404(a) of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

•        comply with rules promulgated by NASDAQ;

•        prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

•        establish internal policies, such as those relating to disclosure controls and procedures and insider trading;

•        involve and retain to a greater degree outside counsel and accountants with these activities; and

•        establish an investor relations function.

If we are not able to comply with the applicable continued listing requirements or standards of NASDAQ, NASDAQ could delist our common stock.

In conjunction with this offering, we have appliedbeen approved to list our common stock on the NASDAQ Capital Market simultaneously with the closing of this offering. Prior to this offering, there has been no established public market for our common stock. There is no assurance that our common stock will ever be quoted on the NASDAQ Capital Market. Should our common stock be listed on the NASDAQ Capital Market, inIn order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. If NASDAQ were to delist our common stock, it would be more difficult for our stockholders to dispose of our common stock and more difficult to obtain accurate price quotations on our common stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not listed on a national securities exchange.

If our listing application for our common stock is not approved by NASDAQ, we will not be able to consummate this offering and will terminate this offering.

An approval of our listing application by NASDAQ will bewas subject to our fulfillment of certain minimum financial and liquidity requirements. If we fail to meet NASDAQ’s minimum requirements between listing and closing, we will not be able to consummate the offering and will terminate this offering. We will need to receive a minimum offering amount of $[•]$4 per share in order to satisfy the listing conditions to trade our common stock on the NASDAQ Capital Market.

If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect the market price of our common stock.

We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make an assessment of the effectiveness of our internal control over financial reporting for that purpose. As such, our management and independent registered public accounting firm did not perform an evaluation of our internal control over financial reporting as of and for the years ended December 31, 2018 and 2017. However, we have identified material weaknesses in our internal control over financial reporting. We are in the process of taking steps intended to remedy these material weaknesses, and we will not be able to fully address these material weaknesses until these steps have been completed. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Controls and Procedures” for information regarding our remediation efforts.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. A material weakness is defined in the standards established by the Public Company Accounting Oversight Board (United States) as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In addition, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, at the time of our second annual report on Form 10-K, which will be for our year ending December 31, 2020. We intend to begin the process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation upon the completion of this offering, which process is time consuming, costly and complex. If we fail to increase and maintain the number and expertise of our staff for our accounting and finance functions and to improve and maintain internal control over financial reporting adequate to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, we may be unable to report our financial results accurately and prevent fraud. In addition, we cannot be certain that any such steps we undertake will successfully remediate the material weaknesses or that other material weaknesses and control deficiencies will not be discovered in the future. If our remediation efforts are not successful or other material weaknesses or control deficiencies occur in the future, we may be unable to report our financial results accurately or on a timely basis, which could cause our reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause our stock price to decline. As a result of such failures, we could also become subject to investigations by NASDAQ, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, any of which could harm our reputation and financial condition, and divert financial and management resources. Even if we are able to report our consolidated financial statements accurately and timely, if we do not make all the necessary improvements to address the material weaknesses, continued disclosure of our material weaknesses will be required in future filings with the SEC, which could reduce investor confidence in our reported results and our cause our stock price to decline.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an emerging growth company, as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. Those exemptions include, but are not limited to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements in our periodic reports and proxy statements, and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements. We have elected to adopt these reduced disclosure requirements. We may take advantage of these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.0billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700million as of the prior June 30th, and (2) the date on which we have issued more than $1.0billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700million as of the end of that year’s second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, reduced disclosure obligations regarding executive compensation. Furthermore, as long as we are neither a “large accelerated filer” nor an “accelerated filer,” as a smaller reporting company, we would not be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

The market price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock in the market after this offering. These sales, or the perception that these sales might occur, could depress the market price of our common stock or make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon the completion of this offering, based on an assumed initial public offering price of $[•] per share, which is the midpoint of the price range set forth on the cover of this prospectus, we will have [•] shares9,165,966shares of common stock outstanding (or [•]9,915,966 if the underwriters exercise their option to purchase additional shares in full). Of these shares, [•] shares5,000,000shares sold in this offering (or 5,750,000 if the underwriters exercise their option to purchase additional shares in full) to persons not subject to a lock-up agreement with our underwriters will be freely tradable without restriction immediately following this offering. After the lock-up agreements expire one year from the date of this prospectus, an additional 4,165,615shares will be eligible for sale in the public market, [765,615]1,808,470 of which will be held by our directors, executive officers and other affiliates, and will be subject to volume limitations under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and certain other restrictions. The underwriters may also, in their sole discretion, permit our founders, officers, directors, current stockholders and stockholders and equity interest holders of the Founding Companies to sell shares prior to the expiration of the lockup agreements. See “Shares Eligible for Future Sale” for more information regarding shares of our common stock that may be sold by existing stockholders after the closing of this offering. The number of shares referred to in this paragraph do not include approximately 60,700shares of Unvested Restricted Stock that will be granted to our executive officers and non-employee directors upon the closing of this offering and the 252,556shares of common stock into which the IPO Notes may be converted (assuming a public offering price of $7.50 per share, the midpoint of the price range set forth on the cover page of this prospectus) by noteholders subject to volume limitations under Rule 144.

In addition, the following will become eligible for sale in the public market in the future: 1,450,000shares reserved for future issuance under our 2019 Incentive Stock Plan, subject to certain legal and contractual limitations; [•] shares (assuming the sale of [•] shares in this offering)258,750shares issuable upon the exercise of warrants to be issued to Maxim and Zelman (assuming the Underwriter; andsale of 5,750,000shares in this offering); up to 232,000shares issuable upon the exercise of outstanding options.options; and the 533,193shares into which the IPO Notes that will be issued the Shareholders of the Founding Companies may be converted (assuming a public offering price of $7.50 per share, the midpoint of the price range set forth on the cover page of this prospectus). Additionally, the approximately 2.7million shares that will be issued to the Shareholders of the Founding Companies as consideration under the Combinations are subject to a registration rights agreement, under which such shares may be registered under certain conditions, causing such shares to be more readily sold in the public markets. Also, in the future, we may issue shares of our common stock in connection with investments or acquisitions. The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.

A significant portion of the proceeds we receive in this offering will be used as part of the Combination Consideration, and our management will have broad discretion over the use of the remaining proceeds and may not apply those proceeds in ways that increase the value of your investment.

We intend to use the net proceeds from this offering to pay the cash portion of the Combination Consideration payable to the Founding Companies at the closing of the Combinations, in the aggregate amount of approximately $15.7million, subject to adjustment.

$14.6million, after adjusting for a working capital shortfall of approximately $1.1million. We will also use a portion of the net proceeds from this offering to pay the promissory notes in the aggregate amount of $2million we issued in connection with the bridge loans made by Business Ventures Corp. to F5 Finishes and one promissory note with a principal amount of $45,000 in connection with a loan made by Steven P. Colmar to F5 Finishes, to cover expenses associated with this offering, in the aggregate amount of $2million and may use proceeds for the payment of the promissory notes we issued in the aggregate principal amount of approximately $6.8million$10.8million (assuming no conversion of the IPO Notes into shares of our common stock) in connection with the Combinations with the Founding Companies as they become due and may use proceeds to

•        require the written request of stockholders holding an aggregate of 25% of shares of our common stock in order for stockholders to call a special meeting, which together with the elimination of stockholder action by written consent described above, makes it very difficult for stockholders to take action during the interim periods between annual meetings of stockholders.

Purchasing shares of our common stock in this offering will result in an immediate and substantial dilution of your investment, and your investment may be further diluted if new securities are issued in connection with capital raises.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore, investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. As a result, after giving effect to the Combinations, investors purchasing common stock in this offering will incur immediate dilution of $[•]$5.07 per share (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock), based on an assumed initial public offering price of $[•]$7.50 per share, which is the midpoint of

CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of U.S. federal securities laws, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “aim,” “anticipate,” “expect,” “seek,” “predict,” “contemplate,” “continue,” “possible,” “intend,” “may,” “plan,” “forecast,” “future,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the stability of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause our results to vary from expectations include, but are not limited to:

•        our lack of combined operating history and our ability to successfully integrate the Founding Companies into one entity;

•        our dependence on the commercial construction industry and remodeling and refurbishment activities, which are sensitive to changes in prevailing economic conditions;

•        our failure to accurately estimate project costs or successfully execute a project;

•        the highly fragmented and competitive nature of our industry;

•        our ability to successfully locate and acquire companies in the commercial flooring and installation business, to obtain debt financing for that purpose and to successfully integrate them into our business and manage our internal growth;

•        loss of any of our executives and managers;

•        product shortages and the loss of key suppliers or their failure to adhere to quality standards;

•        changes in the costs of our flooring products, including costs due to tariffs and trade policies;

•        increases in the costs of our flooring products if we were to lose our membership in the purchasing co-ops from which we receive monetary rebates;

•        quarterly variations in our operating results;

•        our ability to attract and retain qualified employees while controlling labor costs;

•        our ability to manage our working capital to facilitate our inventory management;

•        disruptions in the manufacturing and supply chains;

•        our ability to adapt our product offerings and services to changing preferences and building standards;

•        our exposure to claims relating to employment violations and workplace injuries;

•        strikes or work stoppages and increases in labor costs in the event of labor activities by unionized members of our workforce or in the event of increased unionization of our workforce;

•        our exposure to personal injury, product liability, warranty, casualty, breach of contract, construction defect and other claims and government investigations;

•        our exposure to claims arising from our acquired operations;

•        compliance with environmental and health and safety regulations and exposure to environmental liabilities;

•        the potential for asset impairments when we acquire businesses;

•        our exposure in the event of underfunded obligations in certain multiemployer pension plans in which our employees may participate;

•        disruptions in our information technology systems;

•        restrictions imposed on our operations by our new credit facility and by other indebtedness we may incur in the future;

•        our ability to implement and maintain effective internal control over financial reporting; and

•        additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.”

Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. In light of these risks, uncertainties and assumptions, the forward-looking events described in this prospectus may not occur. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this prospectus might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, but not limited to, the factors mentioned above. Because of these uncertainties, you should not place undue reliance on these forward-looking statements when making an investment decision.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, to finance the growth and development of our business. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. In addition, the terms of the credit facility that we intend to enter into concurrently with the closing of this offering may place certain limitations on the amount of cash dividends we can pay, even if no amounts are currently outstanding.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June30,September30, 2019:

•        on an actual basis for F5 Finishes (the designated accounting acquirer);

•        on an actual basis for each of the Founding Companies (the designated accounting co-predecessors);

•        on a pro forma combined basis to reflect (i) a 500-for-1 common stock split effective immediately prior to the closing of this offering, (ii) the completion of the Combinations with the Founding Companies; and (iii) the sale of [•] shares5,000,000shares of our common stock at the assumed public offering price of $[•]$7.50 per share (the midpoint of the price range set forth on the cover page of this prospectus), less the underwriting discounts and commissions and estimated offering expenses.

You should read this information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited pro forma combined financial statements and the related notes and the historical financial statements and related notes appearing elsewhere in this prospectus.

The number of shares of our common stock to be outstanding upon completion of this offering is based on 1,500,000shares of our common stock outstanding as of June30,September30, 2019 (on a post-split basis), 2,665,926shares2,665,966shares of common stock to be issued to the Shareholders of the Founding Companies as Combination Consideration and [•]5,000,000 shares to of common stock to be issued in this offering and excludes [•] underwritersapproximately 60,700shares of Unvested Restricted Stock to be granted to our executive officers and non-employee directors upon the closing of this offering, 225,000 underwriters’ warrants, and options granted to the four initial shareholders of F5 Finishes to purchase up to [•] shares of our common stock. Also excluded from the number of shares232,000shares of our common stock, to be outstandingand 533,193shares of common stock issuable upon completionconversion of this offering are the IPO Notes that are issuableissued to the Shareholders of the Founding Companies ifas part of the consideration for the purchase of their Founding Companies (assuming a public offering price of $7.50 per share the midpoint of the price inrange set forth on the cover page of this offering is less than $[•], which IPO Notes, if issued, will be are convertible into our common stock at the IPO Price.prospectus). See “The Combinations with the Founding Companies—Stock Consideration Adjustment.”

DILUTION

If you invest in our stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

The pro forma net tangible book value of our common stock on June30,September30, 2019 was a deficit of $[•] million,$11.2million, or $[•]$2.69 per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding, after giving effect to the Combinations with the Founding Companies. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately afterwards. After giving effect to our sale of [•]shares5,000,000shares of common stock offered by this prospectus at an assumed public offering price of $[•] per share (the midpoint of the price range set forth on the cover page of this prospectus) and to the Combinations with the Founding Companies, and after deducting the underwriting discounts, commissions and estimated offering and acquisition expenses payable by us, our pro forma net tangible book value would have been $[•] million,$22.3million, or approximately $[•]$2.43 per share. This represents an immediate increase in pro forma net tangible book value of $[•]$5.12 per share to existing stockholders (which will include the current owners of the Founding Companies pursuant to the shares of our common stock they receive as part of the Combination Consideration) and an immediate dilution in pro forma net tangible book value of $[•]$5.07 per share to new investors. The following table illustrates the per share dilution:

If the underwriters’ over-allotment option is exercised in full, the pro forma net tangible book value per share of our common stock after giving effect to this offering and the Combinations would be $[•]$2.77 per share of our common stock. This represents an increase in net tangible book value of $[•]$5.46 per share of our common stock to existing stockholders (which will include the current owners of the Founding Companies pursuant to the shares of our common stock they receive as part of the Combination Consideration) and dilution in pro forma net tangible book value of $[•]$4.73 per share to new investors.

A $1.00 increase (decrease) in the assumed public offering price of $[•]$7.50 per share of our common stock would increase (decrease) our net tangible book value after giving effect to this offering and the Combinations by $[•]$4.65 million, or by $[•]$0.50 per share of our common stock, assuming no change to the number of shares of our common stock offered by us as set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table sets forth, on a pro forma combined basis to give effect to the acquisition of the Founding Companies at June30,September30, 2019, the differences between the number of shares of common stock purchased from us, thetotal price and average price per share paid by existing stockholders and stockholders of the Founding Companies and by the new investors, before deducting estimated offering and acquisition expenses payable by us, using the assumed public offering price of $[•]$7.50 per share (the midpoint of the price range set forth on the cover page of this prospectus).

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(1)      See “Certain Relationships and Related Person Transactions” for a discussion of the issuance of common stock to our initial stockholders.

If the underwriters’ over-allotment option is exercised in full, the number of shares held by new public investors will be increased to [•],5,750,000, or approximately [•] %58% of the total number of shares of our common stock outstanding after this offering.

SELECTED FINANCIAL DATA
(In thousands, except per share data)

The summary unaudited pro forma condensed combined financial data as of June30,September30, 2019 and for the sixnine months ended June30,September30, 2019 and 2018 and for the year ended December31, 2018 are derived from the unaudited pro forma condensed combined financial statements included elsewhere in this prospectus. The unaudited pro forma condensed combined financial data gives effect to (a) the Combinations, (b) the 500-for-1 common stock split, which will occur immediately prior to the completion of this offering, and (c) the completion of this offering and the use of the proceeds therefrom. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore, the actual effects of the offering and the Combinations reflected in the pro forma data may differ from the effects reflected below. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the offering and Combinations as contemplated and that the pro forma adjustments give appropriate effect to those assumptions. During the periods presented, F5 Finishes and the Founding Companies were not under common control or management and, therefore, the data presented may not be comparable to, or indicative of, post-combination results.

The summary unaudited pro forma condensed combined financial data for the year ended December31, 2017 is derived from an aggregation of the audited December31, 2017 financial information of the Founding Companies included elsewhere in this prospectus. The unaudited pro forma condensed combined financial data for the year ended December31, 2017 gives effect solely to the Combinations and does not include any pro forma adjustments. Although the Founding Companies were not under common control or management during this period, the Founding Companies are all in the same specialized industry and have common accounting policies and principles. We believe that this presentation provides useful a direct line item comparison of the summary financial information presented below for the years ended December31, 2017 and 2018 except for the effectrevenues, cost of certain adjustments to the 2018 unaudited pro forma financial data, as follows: $3,298,000 of amortization expense associated with the acquired intangible assetsrevenues and $407,000 of interest expense related to promissory notes issued in connection with the Combinations.gross profit.

You should review the information below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Unaudited Pro Forma Condensed Combined Financial Information and the related notes beginning on page F-1, all included elsewhere in this prospectus.

F5 Finishes, Inc. — Unaudited Pro Forma Condensed Combined Financial Information