Index to Financial Statements


Delaware	541990	86-3152128
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industry Classification Code Number)	(I.R.S. Employer Identification No.)

410 SW 140th Terrace

Newberry, Florida 32669

(352) 282-0782

(Address, Including zip code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

James S. Hill II,

Chairman and Co-CEO

669 Industrial Avenue

Isabela, PR 00662

(352) 282-0782

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Richard A. Denmon

Carlton Fields, P.A.

Corporate Center Three

4221 W. Boy Scout Boulevard, Suite 1000

Tampa, Florida 33607

(813) 223-7000

Edward F. Petrosky

Robert A. Ryan

Keith B. DeLeon

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

(212) 839-5300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

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

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

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

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

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

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1) (2)	Amount of Registration Fee
Class A Common Stock, $0.01 par value per share	$100,000,000	$9,270

(1)	Includes Class A Common Stock which the underwriters have the option to purchase from us at the public offering price less the underwriting discount, as described in “Underwriting.”

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

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling unitholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED , 2021


Preliminary Prospectus

Shares

TRAJECTOR, INC.

Class A Common Stock

Trajector, Inc. currently is offering shares of its Class A Common Stock. This is our initial public offering and no public market exists for our Class A Common Stock. We anticipate that the initial public offering price of our Class A Common Stock will be between $ and $ per share.

We will use all of the net proceeds we receive from this offering to purchase new membership interests of Trajector Holdings, LLC, which we refer to as “LLC Units,” from Trajector Holdings, LLC and to purchase LLC Units from existing holders of LLC Units, referred to as the Pre-IPO LLC Members, on a pro rata basis. No public market exists for the LLC Units. The purchase price for each LLC Unit will be equal to the initial public offering price of each share of our Class A Common Stock. We intend to cause Trajector Holdings, LLC to use the net proceeds it receives from us in the offering as described in “Use of Proceeds.” Trajector Holdings, LLC will not receive any proceeds from the sale of LLC Units by the Pre-IPO Members to us.

This offering is being conducted through what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies (taxed as partnerships for income tax purposes) undertaking an initial public offering. The Up-C approach provides the existing owners with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for both the public company and the existing owners when they ultimately exchange their pass-through interests for shares of Class A Common Stock. We are a holding company, and immediately after the consummation of the Reorganization Transactions (as defined in “Organizational Structure—The Reorganization Transactions” below) and this offering, our only asset (other than a nominal amount of cash) will be our ownership interests in Trajector Holdings, LLC. See “Organizational Structure—Holding company structure and the Tax Receivable Agreement.”

Upon completion of this offering, Trajector, Inc. will have two classes of common stock. The Class A Common Stock offered hereby will have one vote per share and the Class B Common Stock will have one vote per share. In connection with the Reorganization Transactions, all of the Pre-IPO LLC Members will receive one share of Class B Common Stock for each LLC Unit held by them. As part of the Reorganization Transaction, immediately after the closing of this offering certain of the Pre-IPO LLC Members (who we refer to as the Class A Conversion Holders) intend to exchange all or a portion of the LLC Units held by them and not otherwise purchased by us in connection with this offering into our Class A Common Stock on a one-for-one basis; and shares of Class B Common Stock held by the Class A Conversion Holders will be cancelled on a one-for-one basis for each LLC Unit so exchanged at the time of the consummation of the offering (referred to as the “Post-IPO Conversion”). Upon the completion of this offering and after giving effect to the Post-IPO Conversion, we and the Pre-IPO LLC Members (as defined herein) will hold % and % of Trajector Holdings, LLC, respectively.

Following the Post-IPO Conversion, the Pre-IPO LLC Members, including the Class A Conversion Holders, will hold shares of Class A Common Stock and shares of Class B Common Stock that will entitle them to % of the combined voting power of our common stock (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full). Upon the closing of this offering, all of the Pre-IPO LLC Members (including the Class A Conversion Holders) will enter into a stockholders’ agreement, or the Stockholders Agreement, with us pursuant to which the Pre-IPO LLC Members, for so long as they beneficially own at least 33% of the aggregate voting power of our common stock, will be able to designate a majority of the nominees for election to our board of directors, including the nominee to serve as the chair of our board. James S. Hill II, Gina G. Uribe and Richard S. Blaser (collectively referred to as our founders) also will enter into a voting agreement, or Voting Agreement, pursuant to which they will each agree to cause the Pre-IPO LLC Members controlled by them (referred to as the founders entities) to vote, or exercise their right to consent, all shares of Class A Common Stock and shares of Class B Common Stock held by them in the manner directed by a majority of the founders (regardless of the number, class or voting power of the shares held by each founder). Upon the closing of this offering, the parties to the Voting Agreement will beneficially own more than 50% of the aggregate voting power of our common stock and, as a result, the founders will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of the Company or substantially all of our assets. Furthermore, we also will be deemed to be a “controlled company” for the purpose of Nasdaq listing rules and will be exempt from certain corporate governance requirements. See “Prospectus summary—Our corporate governance.”

We intend to apply to list our Class A Common Stock on the Nasdaq Global Select Market, or the Nasdaq, under the symbol “ .”

Investing in our Class A Common Stock involves risk. See “Risk factors” beginning on page 25.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect, and have elected, to comply with certain reduced public company reporting requirements for future filings. See “Prospectus summary—Implications of being an emerging growth company.”

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds, before expenses, to us	$	$

(1)	See “Underwriting” for a description of compensation to be paid to the underwriters.

We have granted the underwriters the option to purchase an additional shares of Class A Common Stock from us at the public offering price less the underwriting discount, as described in “Underwriting.”

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2021 through the book-entry facilities of The Depository Trust Company.


Deutsche Bank Securities		Citigroup		Credit Suisse		Stifel

Cantor


AmeriVet Securities		Drexel Hamilton

The date of this prospectus is , 2021

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TABLE OF CONTENTS


	Page
About this Prospectus		i
Basis of Presentation and Myler Companies Financial Information		ii
Commonly Used Defined Terms		iii
Letter from Jim Hill, Co-Founder, Chairman and Co-Chief Executive Officer		v
Prospectus Summary		1
Risk Factors		25
A Note About Forward-Looking Statements		56
Organizational Structure		57
Use of Proceeds		65
Dividend Policy		67
Capitalization		68
Unaudited Pro Forma Financial Information		69
Dilution		83
Management’s Discussion and Analysis of Financial Condition and Results of Operations		85
Business		118
Management		141
Executive Compensation		150
Certain Relationships and Related Party Transactions		156
Security Ownership of Management and Certain Beneficial Owners		166
Description of Capital Stock		169
Certain United States Federal Income Tax Consequences to Non-U.S. Holders of Class A Common Stock		177
Shares Eligible for Future Sale		182
Underwriting		184
Legal Matters		189
Experts		189
Change In Auditor		189
Where You Can Find Additional Information		190
Index to Combined and Consolidated Financial Statements		F-1

ABOUT THIS PROSPECTUS

In this prospectus, unless the context otherwise requires, the “Company,” “we,” “us” and “our” refer (i) prior to the consummation of the Reorganization Transactions described under “Organizational Structure—The Reorganization Transactions,” to Trajector Holdings, LLC and its subsidiaries, including Benefits Group Holdings, LLC, and (ii) after the Reorganization Transactions described under “Organizational Structure—The Reorganization Transactions,” to Trajector, Inc. and its direct and indirect subsidiaries, including Trajector Holdings, LLC.

You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of Class A Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus

is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of Class A Common Stock. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

Unless otherwise indicated, all information in this prospectus:

•

assumes that the underwriters will not exercise their option to purchase additional shares of Class A Common Stock from us at the public offering price less the underwriting discount, as described in “Underwriting”;

•

assumes an initial public offering price of $ per share of Class A Common Stock, which is the mid-point of the price range set forth on the cover of this prospectus; and

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Reflects the reorganization transactions described under “Organization Structure—The Reorganization Transactions.”

Market and industry data

This prospectus includes industry and market data that we obtained from industry publications, government sources, third-party studies and surveys, including from Marwood Group Advisory, LLC (referred to as the Marwood Study), as well as from filings of public companies in our industry and internal company surveys. The Marwood Study, which was commissioned and paid for by the Company, evaluates the relevant market dynamics and outlook for a tech-enabled provider of health advocacy and navigation solutions for benefits payable by the Department of Veterans Affairs and under Social Security Disability Insurance programs nationally. The sources of data we have used in this prospectus generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

Trademarks and service marks

This prospectus contains references to a number of trademarks and service marks which are our registered trademarks or service marks, such as “Trajector,” and variations used by our subsidiaries, or trademarks or service marks for which we have pending applications or common law rights. Trade names, trademarks and service marks of third parties appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks and trade names are referred to in this prospectus without the TM, SM and ^® symbols, but such references are not intended to indicate, in any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner’s rights to their trademarks, service marks and trade names.

Basis of Presentation and Myler Companies Financial Information

Predecessor Financial Information

Prior to this offering, we formed Trajector, Inc., a Delaware corporation and the issuer of the Class A Common Stock offered hereby. In connection with the Reorganization Transactions and

the consummation of this offering, and as detailed in “Organizational Structure — The Reorganization Transactions,” we will acquire ownership interests in Trajector Holdings LLC, which will be our only asset (other than a nominal amount of cash). As of the date of this prospectus, Trajector, Inc. is a holding company with nominal cash assets and no liabilities, contingencies, or commitments, and which will not have conducted any operations prior to the consummation of this offering. The Reorganization Transactions will be accounted for as a reorganization of entities under common control. As a result, the combined and consolidated financial statements of Trajector, Inc. will recognize the assets and liabilities received in the exchanges at their historical carrying amounts, as reflected in the historical financial statements of Trajector Holdings, LLC. Following the Reorganization Transactions, Trajector, Inc. will combine and consolidate Trajector Holdings, LLC on its combined and consolidated financial statements. The combined and consolidated financial statements of Trajector Holdings, LLC are accordingly included elsewhere in this prospectus on the basis that it will be the predecessor to Trajector, Inc.

Myler Companies and Pro Forma Financial Information

In December 2020, we completed the Myler Acquisitions. We have accordingly prepared unaudited pro forma combined and consolidated financial information included in this prospectus. We have also included elsewhere in this prospectus the audited financial statements of Myler Disability, LLC and combined entities as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020. As permitted by the rules of the United States Securities and Exchange Commission, the audit for these financial statements was conducted in accordance with the standards of the American Institute of Certified Public Accountants (not the Public Company Accounting Oversight Board).

Commonly Used Defined Terms

As used in this prospectus, unless the context indicates or otherwise requires, the following terms have the following meanings:

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“Acquisition Entities” refers collectively to (a) entities formed to hold the assets acquired in the Myler Acquisitions, and (b) Myler Insurance, Inc. (now Trajector Insurance, Inc.) pursuant to which 100% of the outstanding common stock was acquired in connection with the Myler Acquisitions.

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“Class A Conversion Holders” refers to (a) Blackfin Capital, LLC and Turner, Raymond & Associates, LLC, entities controlled by James S. Hill II (the “Hill Entities”), (b) David Parkinson, (c) White Blaze Medical Consulting, LLC, Ginken Medical LLC, and Venture Strategy, LLC., entities controlled by Gina G. Uribe (the “Uribe Entities”), and (d) Richard S. Blaser Revocable Trust (the “Blaser Entity”). As part of the Reorganization Transactions, immediately following the closing of this offering, (i) the Hill Entities and David Parkinson will convert LLC Units and LLC Units, respectively (representing all of the LLC Units held by them) into and shares of Class A Common Stock, respectively, (b) the Uribe Entities will convert LLC Units held by them into shares of Class A Common Stock and (c) the Blaser Entity will convert LLC Units held by it into shares of Class A Common Stock. In each case, the existing Class B Common Stock held by the Class A Conversion Holders will be cancelled on a one-for-one basis upon such conversion. See “Organization Structure—The Reorganization Transaction,” for a more detailed description of the proposed transactions.

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“Combination Transactions” refers to a series of consolidation transactions to implement an internal reorganization whereby Benefit Group Holdings, LLC, a wholly-

iii

owned subsidiary of Trajector Holdings, LLC acquired the direct and indirect ownership and control of the VCP Group companies and the Acquisition Entities. See “Organization Structure—Structure prior to the Reorganization Transaction,” for a more detailed description of the Combination Transactions.

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“founders” refers collectively to James S. Hill II, Gina G. Uribe, and Richard S. Blaser.

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“founders entities” refers collectively to the entities pursuant to which the founders hold their respective equity interests in Trajector Holdings, LLC. See “Organization Structure—Structure prior to the Reorganization Transaction,” for a more detailed description of the founders entities.

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“LLC Units” refers to limited liability company units of Trajector Holdings, LLC.

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“Myler Acquisitions” refers collectively to the acquisition by the VCP Group companies of substantially all of the assets of Myler Disability, LLC, Adduco Media, LLC, and Benefits Holding, LLC, and all of the outstanding common stock of Myler Insurance, Inc. (now Trajector Insurance, Inc.).

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“Myler Companies” refers collectively to Myler Disability, LLC, Adduco Media, LLC, Benefits Holding, LLC, and Myler Insurance, Inc. (now Trajector Insurance, Inc.).

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“Net Promoter Score” (NPS) refers to a widely used market research metric that typically takes the form of a single survey question asking respondents to rate the likelihood that they would recommend a company, product, or a service to a friend or colleague. The NPS assumes a subdivision of respondents into “promoters” who provide ratings of 9 or 10, “passives” who provide ratings of 7 or 8, and “detractors” who provide ratings of 6 or lower. NPS scores are reported with a number from -100 to +100; a higher score is desirable.

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“SSA” refers to the U.S. Social Security Administration.

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“SSDI” refers to the Social Security Disability Insurance program administered by the SSA.

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“SSI” refers to the Supplemental Security Income program administered by the SSA, which provides monthly payments to adults and children with a disability or blindness who have income and resources below specified financial limits, as well as to persons age 65 and older without disabilities who meet specified financial qualifications.

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“Subject Matter Experts” (or SMEs) refers to non-licensed personnel employed by us who have been trained and who have developed experience in a particular proficiency in a medical subject area.

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“Trajector Group” or “Trajector Group companies” refers collectively to the VCP Group companies and the Acquisition Entities.

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“VA” refers to the U.S. Department of Veterans Affairs.

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“VA Disability Rating” refers to the current monthly disability compensation rates payable to disabled Veterans which are based on the percentage disability rating established for such Veteran as determined by the VA. Under the current compensation tables, rates are set for the following disability ratings: 10%, 20%, 30 to 60%, and 70 to 100%. Compensation for disability rates of 30% or more may be increased to the extent the disabled Veteran has a spouse, dependent children, and/or dependent parents.

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“VCP Group companies” refers collectively to Vet Comp & Pen Medical Consulting, LLC, VA Claim Pros, LLC, and various commonly controlled entities that provided ancillary services pursuant to which we conducted operations prior to the Combination Transactions.

Letter from Jim Hill

Co-Founder, Chairman

& Co-Chief Executive Officer

Like many Veterans, I was a bit battered from my military service but since I still had all my fingers and toes, I thought I was “good.” So, when a fellow Veteran asked me about my disability benefits, I told him I wasn’t missing out on much. Thankfully, he didn’t take my word for it — he was a total stranger but an immediate “battle buddy” who “had my six” (the military equivalent of “having one’s back”) — and he didn’t let up until I had spoken to Gina Uribe about my medical situation.

That conversation changed my life and has changed the lives of hundreds of thousands of American Veterans since then.

Gina possessed an extensive and unique medical knowledgebase that she had acquired over her 30 years as a medical examiner for workers’ compensation, social security, and VA disability benefits. Years before we met, she had started working as an independent medical disability specialist assisting disabled Veterans, after realizing her own grandfather had missed out on hundreds of thousands of dollars in benefits. By leveraging her expertise, we were able to develop a deep understanding of the complex interrelationships between pathophysiology, pharmacology, biomechanics and psychiatry, enabling us to link seemingly benign and unrelated symptoms to root cause medical conditions. Our insights were then further developed through her first-hand experience with the frustrating and fatiguing process of navigating bureaucracies and how undiagnosed medical conditions, when left untreated, resulted in quality of life degradation and reduced life expectancy.

Today, we remain unrelenting in our service to these underserved populations. Despite an abundance of organizations seeking to support Veterans with their disability applications or appeals, none of them used our objective, medically-oriented approach to navigating the right path to eligibility. I saw this in my own experience, and I shared Gina’s passion to help others overcome similar barriers. Six and a half years ago, I introduced her to Rich Blaser, now our Co-CEO, and the three of us founded what is today known as Trajector, with the mission of bringing a better, more modern, and more effective benefits-related solution to our nation’s disabled population.

“Team Trajector’s 1300+ full-time team members come to work every day to serve our nation’s disabled population and constantly strive to improve our solutions to yield the best experience and outcomes for our clients.”

We built Trajector based on three core principles:

First, we believe that a deep understanding of how symptomatology relates to pathophysiology, pharmacology, biomechanics, and psychiatry is essential to our process.

By fully documenting the medical evidence of our clients’ disabilities, we reduce downstream government expense and bottlenecks that are created when the VA or SSA has to spend time and money gathering additional data to make a decision, thereby accelerating the timeline for our clients receiving the medical and financial benefits they deserve.

Second, since we couldn’t clone Gina, we knew that we needed to codify and share her knowledge through training programs and engineered workflows that leveraged technology to support the more than 30 million disabled persons in America. By digitizing the complex algorithm that she used to more effectively identify the many potential medical conditions impacting her clients, we institutionalized her knowledge and protocols. By pairing this technology platform with similarly dedicated empathetic professionals, we could replicate the complex process of guiding clients through the proper identification and documentation of their medical disabilities with ease. We also wanted to build our system to be highly scalable — to learn and to grow — through data analytics and by harnessing automation technologies.

Third, and most importantly, we believe that the only sustainable long-term advantage any company can maintain is our team with a shared sense of purpose and mission. While we believe we have a significant moat around our business, with our protected IP portfolio and first-mover and first-scaler advantage, and with tremendous momentum into a blue ocean opportunity, it’s our team with our collective purpose and mission that will keep us moving ahead of the competition and driving continual stakeholder and shareholder value. Team Trajector’s 1300+ full-time team members come to work every day to serve our nation’s disabled population and constantly strive to improve our solutions to yield the best experience and outcomes for our clients.

Today, six and a half years after starting this amazing journey together, the three of us continue to passionately work full-time in our current roles, blending our diverse and complementary skillsets into the unique Trajector success formula. We love what we do and the impact it has on the lives of so many deserving people every single day.

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Jim Hill

PROSPECTUS SUMMARY

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A Common Stock. You should carefully read this entire prospectus, including the sections entitled “Risk factors,” “A note about forward-looking statements,” “Management’s discussion and analysis of financial condition and results of operations” and our financial statements and those of Myler Disability, LLC and combined entities and, in each case, the related notes included elsewhere in this prospectus, before deciding whether to purchase shares of our Class A Common Stock.

Unless otherwise indicated, the information in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional shares of Class A Common Stock.

The Company

Our Mission

Our mission is to empower individuals in underserved communities, ensuring they receive the full benefit of the health, financial and social programs which they are “medically, legally and ethically qualified for.”

Business Overview

We provide personalized, technology-enabled solutions that improve people’s lives by helping them better understand, access, and navigate the benefit programs for which they are eligible. We provide an essential service and differentiated experience to our clients, who primarily include U.S. military Veterans and permanently disabled individuals, sharing our clinical expertise in order to bring clarity to otherwise cumbersome and discouraging eligibility processes. In the VA context, we identify and provide medical evidence for our U.S. military Veterans. Our technology leverages decades of refined learnings, evidence-based medical guidelines, and automated workflows to augment our subject matter experts (referred to as SMEs), licensed professionals and client engagement teams that assist our clients with these challenges. Our solutions parse the complex interrelationships among pathophysiology, pharmacology, biomechanics and psychiatry, and enable us to link seemingly benign and unrelated symptoms to root cause medical conditions, which in turn allows our clients to submit benefits claims to the VA or SSA, as applicable. Deep-rooted values of honesty, integrity, respect, and transparency have afforded us the trust of more than 250,000 clients to date.

In general, healthcare in America ranks poorly across key benchmarks such as access, affordability, equity, and quality. The U.S. health system was designed to resolve health problems rather than address well-being, and the resulting regulatory framework neither rewards foresight nor promotes adoption and inclusion of individuals into the programs that were explicitly created to support them. Our solutions seek to rectify these inequalities for traditionally underserved populations who compose our client base — promoting awareness and rebuilding trust with our institutions, providing holistic assessments of individuals on the basis of both mental and physical conditions, and identifying missed diagnoses and complications which are eligible for coverage.

We have developed an integrated suite of software and services for the purpose of navigating eligibility for these large government benefit programs, combining three key components:

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Deep Medical Expertise. Our institutionalized knowledge base, refined through technology and codified through formal training programs, ensures rapid scale, replicable results and a consistent experience for our clients.

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Technology. Our proprietary technology has been developed in conjunction with key third-party off-the-shelf software applications and allows our unique client engagement process to drive workflows and symptoms analysis and leverages AI-driven medical logic, plus predictive analytics that can anticipate most likely co-morbidities and complications and can seamlessly deduce root causes. Our AI platform drives a range of services, from data ingress and orchestration—using natural language processing (“NLP”) technologies to extract health data from unstructured sources such as doctor’s notes, medical exams, and patient health records—to medical diagnoses by using supervised machine learning (“ML”) techniques.

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Extensive Data Assets. We maintain extensive data assets that are continually expanding. Our internal “Lead Flow” system has routed over 8 million contact records, based on qualifying criteria, to enable more than 500,000 client claims to date. From these clients, we have sourced and analyzed expansive data assets such as medical and clinical records, work history and employment records, administrative records, and military service records.

LOGO

The core of our business is the trust we’ve built with our clients, which is reinforced through deep engagement, and by delivering great outcomes as demonstrated by our high net promoter scores (referred to as NPS). Additionally, we have achieved high referral rates among our current Veteran clients. According to a recent client satisfaction study, 52% of 2,153 surveyed Veteran clients responded that they learned about our services—and were referred to us by—our existing clients. The communities we serve, which are primarily Veterans and permanently disabled individuals, require a differentiated set of empathetic skills, including patience and understanding. This resonant culture imbues confidence in our process and is reflective of our full alignment with our clients in a shared journey.

Our investment in innovation has generated significant improvements and efficiencies in our solutions delivery, and has been a major driver of our strong growth and margin expansion. For the fiscal years ended December 31, 2019 and 2020, our revenues were $43.2 million and $58.3 million, respectively, representing 35.0% year-over-year growth, and our net income attributable to Trajector Holdings, LLC unitholders was $14.2 million and $17.7 million, respectively. For the fiscal years ended December 31, 2019 and 2020, our Gross Margin was 89.0% and 90.1%, respectively. For the fiscal years ended December 31, 2019 and 2020, our Adjusted EBITDA Margin was 28.5% and 35.2%, respectively. For the six months ended June 30, 2020 and 2021, our revenues were $53.9 million and $69.1 million, respectively, representing 28.2% year-over-year growth, and our net income attributable to Trajector Holdings, LLC unitholders was $16.4 million and $2.1 million, respectively. For the six months ended June 30, 2020 and 2021, our Gross Margin was 89.7% and 89.4%, respectively. For the six months ended June 30, 2020 and 2021, our Adjusted EBITDA Margin was 32.5% and 29.5%, respectively. Please see “Management Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for an explanation of the non-GAAP measures and a reconciliation to the nearest GAAP measure.

In December 2020 we completed the Myler Acquisitions, and accordingly have prepared unaudited pro forma combined and consolidated financial information included elsewhere in this prospectus. On a pro forma basis, and following the adjustments and assumptions set forth in “Unaudited Pro Forma Combined and Consolidated Statement of Operations” in this prospectus, we would have had revenues of $106.7 million for the fiscal year ended December 31, 2020.

Market Dynamics

Healthcare in the U.S. is complex and inefficient. According to the American Medical Association, the total annual cost of waste in the U.S. healthcare system is approximately $1 trillion, while millions of Americans still struggle to access and utilize their benefits due to confusing eligibility standards, varying regulations and funding changes, and a burden of documentation and cost that surpasses most individuals’ capacities. Our solutions were purpose-built to address these challenges, meaningfully improving health and quality of life for our clients. Today, we estimate our addressable market to be approximately $78 billion, based only on the current population segments we serve, and as a result of certain systemic factors which provide an immediate need and a sustainable, long-term opportunity for our solutions.

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Large, well-funded benefits programs. In 2020, spending for the primary government benefit programs that we focus on was estimated to be approximately $243 billion, including approximately $99 billion for Veteran healthcare and benefits, plus approximately $143 billion for SSDI. Major drivers of growth include the expansion of America’s armed forces over the last several decades, reduced combat-related mortality

rates, increased complexity of individual cases and increased prevalence of co-morbidities among individuals, rising participation by women in the military and the U.S. workforce, and the aging of baby boomers into their disability-prone years.

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Complex regulatory frameworks. Government health programs evolve from year to year, subject to changes in administrations and new legislation. Veteran Affairs rules, processes and procedures are stipulated by Title 38 of the U.S. Code of Federal Regulations (“38 CFR”), an 821-page document, which includes exhaustive details pertaining to disability ratings, compensation and other types of benefits. Social Security’s rules, processes and procedures regarding disability benefits are similarly complex and governed by Title 42 of the U.S. Code of Federal Regulations (“42 CFR”), with Section 404 addressing SSDI benefits and Section 416 addressing SSI benefits.

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Lack of Awareness and major access barriers. Our clients face many discouraging barriers to accessing their benefits—in addition to understanding and navigating complex regulatory frameworks—including language, education, and technology, but most often it is lack of awareness. In a 2021 study performed by Marwood, approximately 44% of Veterans maintained little or no understanding of available benefits from the VA.

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Meaningful value for individuals. Government-sponsored benefits programs can have a significant and transformative effect on the underserved individuals who compose our client base. In our Veterans Services segment, we help claimants receive, on average, over $11,000 in annual benefits. Veterans who have worked with Trajector through multiple engagements to receive all of the benefits they ultimately qualify for have experienced an average 84.9% increase in their cash benefits to over $40,500 per year. In our SSDI-focused Disability Services segment, claimants receive a weighted average payment of nearly $1,200 per month. According to information released by the Social Security Administration with respect to denial rates, our clients are nearly two times more likely to receive a favorable adjudication with our representation.

Our Strengths

Our success—and that of our clients—is based on the following key organizational strengths:

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Leading brands now one mission-driven Company. We solve real problems for real people, often after multiple failed attempts by themselves or other third parties. Our proprietary engagement process and investment in technology, coupled with our medical expertise, provides smoother journeys and results in superior outcomes for our clients. Word-of-mouth referrals and satisfaction among these tight-knit communities, demonstrated by our high NPS score, has created a virtuous cycle of growth for our business, which is further fueled by our revenue model whereby clients only pay for our services after the successful adjudication of their claim and following their receipt of financial benefits.

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Full-stack, purpose-built technology platform that drives scale. Our proprietary approach is enabled by a purpose-built technology platform which supports every step of what we do, and drives our expanding scalability. Our technology seamlessly integrates with key third-party systems, for example, to facilitate medical records retrieval, streamline the review process, and improve the client journey. Ultimately, our systems help automate the creation of high-value, high-accuracy work product, which leads to successful results for our clients.

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Uniquely efficient data-driven go-to-market capability. Our internal Trajector Media team utilizes a broad client acquisition strategy, generating new client leads through a variety of online and offline mediums. Our owned and operated marketing assets provide us with “top of the funnel” first-party data through client education and client surveying. Surveying a broad scope of visitors through our marketing channels fuels our lead flow system to score and route lead data to our intake and strategy teams.

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Highly qualified and empathetic team with deep clinical experience. Our highly-skilled teams consist of SMEs in fields such as pathophysiology, pharmacology, orthopedics, biomechanics, and psychiatry, and their expertise has helped—and will continue to help—shape our technology.

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Straightforward business model, providing high degree of revenue visibility. We have built a durable, resilient and transparent business that has performed well in varying economic climates, and particularly during economic downturns when underserved individuals increasingly seek assistance from government programs, evidenced by our strong revenue growth in 2020 amidst the COVID-19 pandemic. The multi-staged process of documenting mental and physical limitations, adjudicating claims and validating eligibility requires significant resources but also provides predictability and visibility into future revenue streams, particularly as we have honed our data and refined our systems. We have more than 40,000 clients currently awaiting federal adjudication. The initial work for these claims has been completed and we have significant visibility into the revenue from this pipeline based on years of historical data points we capture.

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Founder-led management team, mission-driven culture. We have a committed and experienced management team that brings together substantial industry knowledge, domain expertise and a strong track record of operational success. These experiences have helped us develop an empathetic approach to our business and offer unparalleled insights into how to best serve our clients.

Our Growth Strategy

Key elements of our growth strategy include:

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Continue investing in technology. We have made significant investments in our technology which have improved client engagement and the overall delivery of our solutions. By continuing to invest in and leverage our technology in areas such as machine learning, robotic process automation, data warehousing and data analytics, we believe we can generate even more efficiencies in our operating model, while simultaneously improving our ability to produce better outcomes for clients.

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Grow awareness of our brand. The majority of our marketing and lead generation initiatives are powered by our Trajector Media team and include a diverse array of paid digital advertising and free valuable content that drives organic traffic. Additionally, our existing and past Veteran clients represent a tight-knit community, and as a result, our legacy brands of Vet Comp and Pen and VA Claim Pros are well-known and generate a tremendous amount of referral business. Over the past six months Trajector has completed its brand migration from its legacy group of companies (including Vet Comp and Pen, VA Claim Pros, Veteran Claims, Myler Disability, Myler Insurance, and Adduco Media) to the Trajector name. We will pursue our future marketing efforts under this brand name.

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Retain and expand relationships with our clients. Many of our clients require multiple levels of eligibility qualification, which require separate and sequential rounds of claims submitted by the client, producing recurring engagements with our clients. Additionally, approximately 11% of our clients are eligible for benefits from both the VA and the SSA. This creates significant cross-sell opportunities, and we will look to continue to capitalize on such opportunities moving forward.

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Expand into adjacent, similar markets. We believe our culture, solutions and technology platform are relevant to addressing tangential health and financial challenges faced by our currently served communities, as well as other underserved populations, and that we can eventually leverage our brand and scale to enter adjacent markets such as workers’ compensation, as well as medical evidence development and impairment rating assistance for personal injury cases.

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Pursue accretive acquisitions. We have a track record of successfully acquiring and integrating complementary businesses, such as the Myler Acquisitions, and we will continue to opportunistically pursue acquisition targets which we believe will be accretive to our mission, business model and financial performance.

Our Philosophy

We provide an essential and valuable solution for the clients that we serve—bringing clarity and confidence to an otherwise frustrating and emotional process—which we do with empathy and patience, as crystalized within our core tenets:

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Seek out the “personal” in every client—see each face and listen to each story

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Value teamwork and be the ally clients are grateful to have by their side

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Act relentlessly in the pursuit of a more equitable playing field for underserved clients

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Demonstrate competency and compassion in each client engagement

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Maintain consistent communication with clients to keep them apprised of the status of their claim

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Conduct all activities with the utmost integrity and accountability

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Pursue excellence and foster a culture of innovation each and every day

Our Solution

We leverage our institutionalized domain expertise as well as our proprietary technology and processes to deliver a variety of related services to meet the complex benefits and eligibility needs of the underserved communities that we serve. We have built our offering in an effort to provide comprehensive solutions for our clients.

Veterans Services

Veterans Services is our Veteran-focused segment that helps our clients navigate (in the VA context by identifying and providing medical evidence) the complex process of understanding the nature of their disabilities and how those disabilities meet the various rating criteria for VA benefits, thereby enabling our clients to access their VA medical benefits, including achieving higher levels of eligibility and commensurate coverage as well as retroactive reimbursements for past claims. We help each Veteran develop a personalized medical strategy based on their medical evidence, including identifying critical connections between symptoms and medical conditions to formal medical diagnoses and linking them when appropriate to their military service so that our clients may prepare and submit these claims to the VA. Our average fee equates to approximately 2% of the average lifetime monetary value of the cash benefits our Veteran clients will receive.

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Disability Services

Disability Services is our SSDI- and SSI-focused segment that helps permanently disabled persons navigate the lengthy process of applying for and receiving financial support from the SSA, and ultimately healthcare benefits coverage through Medicare or Medicaid. We assist individuals suffering from disabilities by ensuring their Social Security Disability and Supplemental Security Income applications are filed accurately and include all benefits for which an applicant may be eligible.

Our Technology Platform

Our technology platform utilizes a combination of artificial intelligence and big data analytics to drive positive results for clients and improve the overall client experience, while a micro services architecture enhances our scale. Our technology facilitates every element of the client journey, as well as the relevant workflows, from initial engagement, collaboration and data intake, to claim organization and packet compilation by assisting our SMEs and licensed professionals in the documentation of distinct details pertaining to each individual.

The key components of our technology platform include:

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Client Engagement Layer. Our differentiated client acquisition platform, facilitated by our proprietary client relationship management (“CRM”) software, enables us to engage with the high volume of individuals eligible for our solutions.

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Workflow Automation. Given the fragmented nature of our industry, we pioneered confidential, proprietary processes which we codified into a technology platform for

managing our repository of work-in-process client engagements. We are continuously enhancing these workflows by leveraging automation technology, such as robotic process automation, to streamline additional elements, such as client onboarding and claim packet creation. Additionally, our process engineers continuously review and measure the effectiveness of our systems and workflows and constantly innovate to maximize performance, quality and efficiency.

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Clinical Guidelines. After serving hundreds of thousands of clients, our data analytics uncovered clear patterns in commonly occurring facts and circumstances which we then leveraged to develop a proprietary and exhaustive “conforming variables” library that helps automate the identification of potential claims for new and existing clients. Our conforming variables library is leveraged by our licensed professionals and support staff to serve dramatically more clients per “high skill / high wage” professional, resulting in increased efficiency and accuracy in the final work product.

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Data Assets. In the past year alone, we have reviewed and categorized data from over 21 million pages of medical records for our clients. Our systems today contain more than 3,500,000 entries in our medication databases for over 500,000 distinct client profiles.

Summary risk factors

An investment in shares of our Class A Common Stock involves substantial risks and uncertainties that may adversely affect our business, financial condition, results of operations and prospects. Some of the more significant challenges and risks relating to an investment in our Class A Common Stock include those associated with the following:

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we are controlled by the Pre-IPO LLC Members whose interests in our business may be different than you, and certain statutory provisions afforded to stockholders are not applicable to you;

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we will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, and will rely on, certain exemptions from corporate governance requirements that generally provide protection to stockholders of other companies;

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we may not grow at rates we have historically achieved or at all, even if our prior results indicate growth, which could have a material adverse effect on the market price of our Class A Common Stock;

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we do not charge clients for our services until they receive benefits or increased benefits from the VA or SSA and this creates potential cash flow risk;

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our revenues are substantially dependent on certain key government programs, primarily benefits payable under programs administered by the VA and the SSA, as well as payments made pursuant to Medicare Advantage insurance;

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we may be subject to complaints, allegations, and related inquiries and investigations by offices of the Attorney General or Inspector General for clients or competitors alleging that our companies are acting in violation of laws and regulations that require VA accreditation to assist Veterans;

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Congress may enact laws that restrict or otherwise regulate private medical providers who generate medical evidence in support of Veteran’s claims;

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Trajector Legal, LLC, one of our subsidiaries, is a law firm specializing in VA appeals and mass tort representation by licensed attorneys that has been officially admitted by the

Utah Supreme Court to participate in its regulatory sandbox pursuant to which a law firm may be owned by non-attorneys and, as a result, is regulated by the Utah Supreme Court, which may develop rules that limit the activities of that subsidiary;

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our future revenues may not grow at the rates they historically have, or at all;

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we may be unable to successfully execute on our growth initiatives, business strategies, or operating plans;

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changes in the rules governing Veterans or disability benefits payable by the VA or the SSA or relating to VA, SSDI or SSI programs could adversely affect our operations and ability to generate revenues;

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the loss of one or more key executives or our inability to attract and retain qualified personnel could adversely affect our operations;

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the failure to attract and retain highly qualified employees and marketing personnel could compromise our ability to expand our operations;

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security breaches or incidents, loss or misuse of data or other disruptions, arising either from internal or external sources, and whether or not intentional, could compromise sensitive information related to our business, clients or individuals, and may expose us to operational disruptions, litigation, fines and penalties or other liability, any of which could materially adversely affect our business, results of operations and our reputation;

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we may not be able to successfully identify and acquire target companies or integrate acquired companies into our Company, and we may become subject to certain liabilities assumed or incurred in connection with our acquisitions;

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we will be required to pay the Pre-IPO LLC Members who are, and any other persons that become, parties to the Tax Receivable Agreement for certain tax benefits we may receive, and the amounts we may pay could be significant;

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we are a holding company and our only asset (other than a nominal amount of cash) will be our ownership of LLC Units of Trajector Holdings, LLC, and we are accordingly dependent upon distributions from Trajector Holdings, LLC to pay dividends, if any, taxes, make payments under the Tax Receivable Agreement and pay other expenses;

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we may issue a substantial amount of our common stock in the future, which could cause dilution to investors and otherwise adversely affect our stock price; and

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we are an “emerging growth company,” as defined in the JOBS Act (as defined below), and are availing ourselves of the reduced disclosure requirements applicable to emerging growth companies, which could make our Class A Common Stock less attractive to investors.

Before you invest in our Class A Common Stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk factors.”

Our corporate governance

We intend to continue to grow profitably by following the same successful approach to managing our business that we have used historically. As a public company, however, we also will implement corporate governance practices designed to align the interests of our management team and our stockholders. Notable features of our governance practices will include:

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at the time of this offering, we intend to have a fully independent audit committee and compensation committee;

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for so long as the Pre-IPO LLC Members (including the Class A Conversion Holders) beneficially hold at least 33% of the aggregate outstanding voting power of our common stock, which we refer to as the “Substantial Ownership Requirement,” the Pre-IPO LLC Members will be able to designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of our board of directors;

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the founders have entered into a voting agreement pursuant to which they will agree to cause the founders entities (those Pre-IPO LLC Members in which the founders hold their respective equity interests in Trajector Holdings, LLC and Trajector, Inc.) to vote their shares or exercise their right to consent, in the manner directed by a majority of the founders (regardless of the number, class or voting power of the shares held by each founder) and, as a result, a majority of founders will be able to control the vote of our stockholders;

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as a “controlled company” for purposes of the Nasdaq listing rules, we intend to rely on certain exemptions to the Nasdaq corporate governance requirements. Accordingly, at the time of this offering, we do not intend to have a fully independent nominating or corporate governance committee nor do we require independent director oversight of director nominations;

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our board of directors will be classified and will be divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms. For so long as the Pre-IPO LLC Members beneficially hold at least a majority of the aggregate outstanding voting power of our outstanding common stock, which we refer to as the “Majority Ownership Requirement,” each director may be removed with or without cause by holders of a majority of the aggregate outstanding voting power of our common stock. Once the Majority Ownership Requirement is no longer met, such directors will be removable only for cause and with approval of holders of 75% of the aggregate outstanding voting power of our common stock. See “Management—Board structure—Composition”;

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our non-management directors, which includes our independent directors, will meet regularly in executive sessions without the presence of management and our independent directors will meet at least twice per year in executive sessions without the presence of our management and our non-independent directors;

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our non-management directors, which include our independent directors, will appoint a “lead non-management director,” whose responsibilities will include, among others, calling meetings of the non-management directors, presiding over executive sessions of the non-management directors, and participating in the formulation of board and committee agendas; and

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except for transfers to us pursuant to the amended and restated limited liability company agreement of Trajector Holdings, LLC (referred to as the Amended LLC Agreement) and to certain permitted transferees, the Pre-IPO LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B Common Stock.

Organizational structure

Background

Prior to the Myler Acquisitions (referenced below), we operated our business through Vet Comp & Pen Medical Consulting, LLC, VA Claim Pros, LLC, and various commonly controlled entities which provided ancillary services and which we refer to as the VCP Group companies.

On December 31, 2020, the VCP Group companies acquired substantially all of the assets of Myler Disability LLC, a Utah limited liability company, Adduco Media LLC, a Utah limited liability company, and Benefits Holding, LLC, a Utah limited liability company, and all of the outstanding common stock of Myler Insurance, Inc., a Utah corporation (collectively, these entities are referred to as the Myler Companies and these acquisitions are referred to as the Myler Acquisitions). In connection with the Myler Acquisitions, several new entities were formed to hold the acquired assets (which we refer to as the Acquisition Entities).

In March 2021, following the Myler Acquisitions, we formed two Delaware limited liability companies, consisting of Trajector Holdings, LLC and Benefit Group Holdings, LLC (which we refer to as BGH), to facilitate the combination of the VCP Group companies and the Acquisition Entities (referred to collectively, the Trajector Group). Trajector Holdings, LLC, BGH, and the Trajector Group companies, all of which were controlled by the founders’ entities, entered into a series of consolidation transactions to implement an internal reorganization whereby (a) BGH became a holding company for all of the Trajector Group by acquiring either 100% ownership of, or a controlling membership interest in, each of the Trajector Group companies, and (b) Trajector Holdings, LLC became the sole member of BGH. These transactions collectively are referred to as the “Combination Transactions.” As a result of the Combination Transactions, BGH is now the sole manager of and owns a direct or indirect controlling interest in each of the Trajector Group companies, and Trajector Holdings, LLC is the sole owner and sole managing member of BGH.

We currently conduct our business through BGH. After consummation of the Restructuring Transactions described below, but prior to the consummation of this offering, BGH will assign all of its ownership interests in the Trajector Group entities to Trajector Holdings, LLC, and, as a result thereof, Trajector Holdings, LLC will become the sole holding company and owner of the Trajector Group companies, and all of Trajector Holdings, LLC’s outstanding equity interests will be owned by the following persons, to whom we refer collectively as the “Pre-IPO LLC Members”:

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Blackfin Capital, LLC

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White Blaze Medical Consulting, LLC

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Ginken Medical LLC

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Richard S. Blaser Revocable Trust

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Turner, Raymond & Associates, LLC

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Venture Strategy, LLC

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Brad Myler & Associates, Inc.

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TJE Enterprises, Inc.

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David Parkinson

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AKH Enterprises, Inc.

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DMS Holdings, Inc.

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Jacob Ellis Investment Holdings, LLC

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A Gordon Tunstall and Nancy Tunstall

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Michael Purcell

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SLT, LLC

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Chidtha, Inc.

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Epifanio Payams

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Kaizen LLC

Blackfin Capital, LLC, White Blaze Medical Consulting, LLC, Ginken Medical LLC, Turner, Raymond & Associates, LLC, Venture Strategy, LLC, and Richard Blaser Revocable Trust are collectively referred to herein as the “founders’ entities.” James S. Hill II controls Blackfin Capital, LLC and Turner, Raymond & Associates, LLC. Gina G. Uribe controls White Blaze Medical Consulting, LLC, Ginken Medical LLC, and Venture Strategy, LLC. Richard S. Blaser controls the Richard S. Blaser Revocable Trust. Chidtha, Inc. and Kaizen LLC are entities controlled by Phusit Tom Pongpat.

In connection with this offering, we intend to enter into a series of transactions to implement an internal reorganization and recapitalization of Trajector Holdings, LLC, which we collectively refer to as the “Reorganization Transactions.” As part of the Reorganization Transactions, immediately following the closing of the IPO and the purchase of LLC Units by us from the Pre-IPO LLC Members, certain of the Pre-IPO LLC Members (who are referred herein as the Class A Conversion Holders) intend to convert all or a portion of their remaining LLC Units not sold to us into shares of Class A Common Stock on a one-for-one exchange basis (referred to as the Post-IPO Conversion). For more detail regarding the conversion of certain Post-IPO Conversion by certain of our pre-IPO LLC Members, see “Organizational Structure—The Reorganization Transactions.”

The diagrams below depict our organizational structure immediately following the Reorganization Transactions and the Post-IPO Conversion, this offering, and the application of the net proceeds from this offering, assuming an initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock from us. For a brief description of the material entities included in the chart below, please see “Organizational Structure — Effect of the Reorganization Transactions and this offering.” These charts are provided for illustrative purposes only and do not purport to represent all legal entities within our organizational structure.

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Upon the completion of this offering and the Post-IPO Conversion, and the application of the net proceeds therefrom, assuming no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock from us, we will hold approximately % of the outstanding LLC Units and the Pre-IPO LLC Members will hold approximately % of the outstanding LLC Units. The Pre-IPO Members (which includes the Class A Conversion Holders) also will hold approximately % of the Class A Common Stock and all of the Class B Common Stock (together representing % of the combined voting power of our outstanding common stock). Investors in this offering will hold approximately % of the combined voting power of our common stock. See “Organizational Structure,” “Certain relationships and related party transactions” and “Description of capital stock” for more information on the rights associated with our common stock and the LLC Units. Upon the completion of this offering and the Post-IPO Conversion, there will be LLC Units outstanding. There are no limitations in the amended and restated LLC Agreement of Trajector Holdings, LLC, which we refer to as the Amended LLC Agreement, on the number of LLC Units issuable in the future and we are not required to own a majority of LLC Units

Upon completion of this offering, all of the Pre-IPO LLC Members (including the Class A Conversion Holders) and Trajector, Inc., also will enter into the Stockholders Agreement whereby the Pre-IPO LLC Members may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, as well as certain specified transaction that may not otherwise require stockholder approval. In addition, the founders will enter into the Voting Agreement with our founders pursuant to which, in connection with any action taken under the Stockholders Agreement or any other matter to be considered at meeting of, or taken by written consent by, the founders will agree to cause the founders entities to vote or exercise their right to consent in the manner directed by a majority of the founders.

The acquisition of LLC Units by us from the Pre-IPO LLC Members in connection with this offering and future taxable redemptions or exchanges by holders of LLC Units for shares of our Class A Common Stock or cash are expected to produce tax basis adjustments that will be allocated to us and thus generate favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. In connection with the Reorganization Transactions, we will enter into the Tax Receivable Agreement that will obligate us to make payments to the Pre-IPO LLC Members (including the Class A Conversion Holders) and any future party to the Tax Receivable Agreement generally equal to 85% of the applicable cash savings that we actually realize as a result of these tax attributes and tax attributes resulting from payments made under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these tax savings. See “Organizational Structure—Holding company structure and the Tax Receivable Agreement.”

Implications of being an emerging growth company

As a company with less than $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) of gross revenues during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

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we may present as few as two years of audited financial statements and two years of related management discussion and analysis of financial condition and results of operations;

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we are exempt from the requirement to obtain an attestation report from our auditors on management’s assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002 for up to five years or until we no longer qualify as an emerging growth company;

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we are permitted to provide reduced disclosure regarding our executive compensation arrangements pursuant to the rules applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and certain other disclosures regarding our executive compensation; and

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we are not required to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition to the relief described above, the JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to use this extended transition period, which means that our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis.

In this prospectus we have elected to take advantage of the reduced disclosure requirements relating to executive compensation, and in the future we may take advantage of any or all of these exemptions for so long as we remain an emerging growth company. We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross commissions and fees of $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Corporate information

We were incorporated in the State of Delaware in April 2021. We are a newly formed corporation, have no material assets and have not engaged in any business or other activities except in connection with the Reorganization Transactions. Our principal executive offices are located at 410 SW 140th Terrace, Newberry, Florida 32669, and our telephone number is (352) 282-0782. Our website is www.trajector.com. The references to our website in this prospectus or the registration statement are inactive textual references only, and the website and the information contained therein or connected thereto is not incorporated by reference into, and should not be considered part of, this prospectus, the registration statement of which this forms a part, or the documents incorporated by reference herein or therein.

The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our Class A Common Stock. You should carefully read this entire prospectus before investing in our Class A Common Stock, including “Risk factors” and our consolidated financial statements.

Class A Common Stock offered by us

shares (or shares if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Class A Common Stock to be outstanding after this offering

shares, after giving effect to the issuance of shares of Class A Common Stock to the Class A Conversion Holders in connection with the Post-IPO Conversion to occur as part of the Reorganization Transactions (or shares if all outstanding LLC Units held by the Pre-IPO LLC Members were redeemed or exchanged for a corresponding number of newly-issued shares of Class A Common Stock).

If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us, shares will be outstanding, after giving effect to the issuance of shares of Class A Common Stock to the Class A Conversion Holders to occur as part of the Post-IPO Conversion in connection with the Reorganization Transactions (or shares if all outstanding LLC Units held by the Pre-IPO LLC Members were redeemed or exchanged for a corresponding number of newly-issued shares of Class A Common Stock).

Voting power held by holders of Class A Common Stock after giving effect to this offering

%, inclusive of the shares issued to the Class A Conversion Holders in connection with the Post-IPO Conversion to occur as part of the Reorganization Transactions (or 100% if all outstanding LLC Units held by the Pre-IPO LLC Members were redeemed or exchanged for a corresponding number of newly-issued shares of Class A Common Stock). Investors in this offering will hold approximately % of the combined voting power of our common stock after giving effect to the issuance of Class A Common Stock to the Class A Conversion Holders to occur as part of the Post-IPO Conversion (or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us).

Voting power held by the Pre-IPO LLC Members as holders of Class B Common Stock after giving effect to this offering and the Post-IPO Conversion

% (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full), or 0% if all outstanding LLC Units held by the Pre-IPO LLC Members were redeemed or exchanged for a corresponding number of newly-issued shares of Class A Common Stock.

Voting power held by the Pre-IPO LLC Members as holders of Class A and Class B Common Stock after giving effect to this offering and the Post-IPO Conversion

% combined voting power (or % if all outstanding LLC Units held by the Pre-IPO LLC Members were redeemed or exchanged for a corresponding number of newly-issued shares of Class A Common Stock), or % if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us.

Class A Common Stock and Class B Common Stock generally vote together as a single class on all matters submitted to a vote of our stockholders. For so long as the Substantial Ownership Requirement is met, the Pre-IPO LLC Members will, among other things, be able to designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of the board of directors. See “Description of Capital Stock.”

Pursuant to the terms of Stockholders Agreement and the Voting Agreement, substantially all transactions and other matters requiring approval by our stockholders, as well as certain specified transaction that may not otherwise require stockholder approval, will be controlled by a majority of the founders (regardless of the number, class or voting power of the shares held by each founder).

Investor voting rights after giving effect to this offering

Each share of Class A Common Stock will entitle its holder to one vote per share. After giving effect to the issuance of Class A Common Stock to the Class A Conversion Holders in connection with the Post-IPO Conversion to occur as part of the Reorganization Transactions, investors in this offering will hold approximately % of the combined voting power of our common stock (or % if the

underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us).

Redemption rights of the holders of LLC Units

Under the Amended LLC Agreement, the holders of LLC Units will have the right, from and after the completion of this offering (subject to the terms of the Amended LLC Agreement), to require Trajector Holdings, LLC to redeem all or a portion of their LLC Units for, at our election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A Common Stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) in accordance with the terms of the Amended LLC Agreement. Additionally, in the event of a redemption request by a holder of LLC Units, we may, at our option, effect a direct exchange of cash or Class A Common Stock for LLC Units in lieu of such a redemption. Shares of Class B Common Stock will be cancelled on a one-for-one basis if we, following a redemption request of a holder of LLC Units, redeem or exchange LLC Units of such holder of LLC Units pursuant to the terms of the Amended LLC Agreement. See “Certain Relationships and Related Party Transactions—Amended LLC Agreement.”

Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, holders of LLC Units are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B Common Stock.

Use of proceeds

We estimate that our net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us), after deducting underwriting discounts and commissions but before deducting estimated offering expenses.

We intend to use all of the net proceeds that we receive from this offering (including net proceeds received if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us) to purchase newly-issued LLC Units from Trajector Holdings, LLC, and to purchase LLC Units from the Pre-IPO LLC Members at a purchase price per LLC Unit equal to the initial public offering price of Class A Common Stock.

Trajector, Inc. will cause Trajector Holdings, LLC to use the proceeds from the sale of newly-issued LLC Units to Trajector, Inc.: (i) to pay fees and expenses of approximately $ million in connection with this offering and the Reorganization Transactions; (ii) to repay $95.0 million of the outstanding borrowings under the Credit Agreement, which is all of the outstanding borrowings under the Credit Agreement, (iii) to repay $ million of outstanding indebtedness under loans taken out by the VCP Group companies pursuant to the Paycheck Protection Program (“PPP”), and (iv) the remainder for general corporate purposes, such as for working capital and for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. See “Use of proceeds.”

Trajector Holdings, LLC will not receive any proceeds from the purchase of LLC Units from the Pre-IPO LLC Members.

We estimate that the offering expenses (other than the underwriting discounts and commissions) will be approximately $ million. See “Use of proceeds.”

Controlled company

Upon the closing of this offering, a group comprised of all of the Pre-IPO LLC Members will beneficially own more than 50% of the voting power for the election of members of our board of directors and will enter into the Voting Agreement. Consequently, we will be a “controlled company” under the Nasdaq rules. As a controlled company, we qualify for, and intend to rely on, exemptions from certain corporate governance requirements of the Nasdaq. See “Management—Controlled company exception.”

Tax Receivable Agreement

Pursuant to the Tax Receivable Agreement that we expect to enter into with Pre-IPO LLC Members, we will pay 85% of the amount of certain cash savings, if any, in U.S. federal, state, and local income tax or franchise tax that we actually realize to such Pre-IPO LLC Members as a result of (i) any increase in tax basis in Trajector Holdings, LLC’s assets resulting from (a) acquisitions by Trajector, Inc. of LLC Units from such Pre-IPO LLC Members in connection with this offering, (b) the acquisition of LLC Units from such Pre-IPO LLC Members using the net proceeds from any future offering, (c) future taxable redemptions or exchanges by such Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock or cash or (d) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. Our

obligations under the Tax Receivable Agreement also will apply with respect to any person who is issued LLC Units in the future and who becomes a party to the Tax Receivable Agreement. See “Organizational Structure—Holding company structure and the Tax Receivable Agreement.”

The declaration and payment by us of any future dividends to holders of our Class A Common Stock will be at the sole discretion of our board of directors.

Following this offering and subject to funds being legally available, we intend to cause Trajector Holdings, LLC to make pro rata distributions to the Pre-IPO LLC Members and us in an amount at least sufficient to allow us and the Pre-IPO LLC Members to pay all applicable taxes, to make payments under the Tax Receivable Agreement we will enter into with the Pre-IPO LLC Members and to pay our corporate and other overhead expenses.

Proposed stock symbol

Unless we indicate otherwise throughout this prospectus, the number of shares of our Class A Common Stock outstanding after this offering excludes:

•

shares of Class A Common Stock reserved for issuance upon the exchange of LLC Units that will be held by the Pre-IPO LLC Members after the Post-IPO Conversion;

•

shares of our Class A Common Stock issuable if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock from us; and

•

shares of Class A Common Stock reserved for issuance under our Omnibus Incentive Plan.

Unless we indicate otherwise throughout this prospectus, all information in this prospectus reflects an initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). Although the number of shares of Class A Common Stock being offered hereby to the public and the total number of shares of common stock outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information presented in this prospectus will vary depending on the initial public offering price in this offering. For example, the relative allocation of the shares of Class B Common Stock (and corresponding LLC Units) issued in the Reorganization Transactions as among the Pre-IPO LLC Members will vary, depending on the initial public offering price in this offering. An increase in the assumed initial public offering price by $1.00 would result in an increase of shares of Class B Common Stock (and corresponding LLC Units) issued to the Pre-IPO LLC Members or, in the case of the Class A Conversion Holders, the number of shares of Class A Common Stock issued upon conversion of such LLC Units. A decrease in the assumed initial public offering price by $1.00 would result in a decrease of shares of Class B Common Stock (and corresponding LLC Units) issued to our Pre-IPO LLC Members.

Summary historical financial information

The following tables set forth summary historical financial information of each of Trajector Holdings, LLC and the Myler Companies for the periods presented. Trajector, Inc. was formed as a Delaware corporation on April 8, 2021 and has not, to date, conducted any activities other than those incident to its formation, the Reorganization Transactions and the preparation of this prospectus and the registration statement of which this prospectus forms a part. See “Basis of Presentation and Myler Companies Financial Information—Predecessor Financial Information.”

Our combined and consolidated statement of income data for the years ended December 31, 2020 and 2019 and balance sheet data as of December 31, 2020 and 2019 have been derived from Trajector Holdings, LLC’s audited financial statements included elsewhere in this prospectus.

The combined statements of operations information for the Myler Companies for the years ended December 31, 2020 and 2019 have been derived from the Myler Disability, LLC and combined entities audited financial statements included elsewhere in this prospectus.

The summary historical financial information presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with “Capitalization,” “Unaudited pro forma financial information,” “Management’s discussion and analysis of financial condition and results of operations” and our financial statements and those of the Myler Companies and, in each case, related notes thereto included elsewhere in this prospectus.

Select Summary Financial Information

The selected combined and consolidated statements of income data for the six months ended June 30, 2021 and 2020 and balance sheets data as of June 30, 2021 have been derived from the unaudited combined and consolidated financial statements of Trajector Holdings, LLC included elsewhere in this prospectus. The selected combined and consolidated statements of income data for the years ended December 31, 2020 and 2019 and balance sheets data as of December 31, 2020 and 2019 have been derived from the audited combined and consolidated financial statements of Trajector Holdings, LLC and of Myler Disability, LLC included elsewhere in this prospectus.

The summary historical financial information presented below do not purport to be indicative of the results that can be expected for any future period and should be read together with “Capitalization,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and those of the Myler Companies and, in each case, related notes thereto included elsewhere in this prospectus.

The following table sets forth our combined and consolidated balance sheet and statement of income information for the periods presented:

Trajector Holdings, LLC

(in thousands)


	June 30,						December 31,
	2021			2020			2020			2019
Balance Sheet Data:
Cash and cash equivalents	$	9,774		$	11,412		$	2,640		$	1,857
Accounts receivable - less allowance of $12,182 at June 30, 2021 and $8,024 at December 31, 2020		24,900			19,448			21,328			13,740
Goodwill		35,689			—			35,689			—
Software technology		21,660			—			22,800			—
Customer relationships		14,325			—			19,100			—
Total assets		121,318			36,112			115,133			20,098
Total liabilities		104,450			12,757			98,233			4,875
Total members’ equity		16,868			23,355			16,900			15,223
Total liabilities and members’ equity		121,318			36,112			115,133			20,098

Statements of Income Data:
Revenues		69,060		$	27,721			58,268			43,168
Costs of services		7,290			2,792			5,762			4,763
Gross profit		61,770			24,929			52,506			38,405
Operating expenses
Marketing and advertising		14,817			5,035			12,685			13,095
General and administrative		29,022			7,098			15,258			9,366
Technology development		3,159			2,038			5,289			3,722
Depreciation and amortization		6,721			272			566			383
Total operating expenses		53,719			14,443			33,798			26,566
Net income		2,435			10,089			18,095			14,283
Less: Net income attributable to noncontrolling interest		(308	)		(220	)		(437	)		(106	)
Net income attributable to Trajector Holdings, LLC unitholders	$	2,127		$	9,869		$	17,658		$	14,177
Net income per unit - basic and diluted	$	129.93		$	602.87		$	1,078.68		$	866.04
Weighted-average number of units outstanding - basic and diluted		16,370			16,370			16,370			16,370

The following table sets forth the combined and consolidated statements of operations information for the Myler Companies for the periods presented:

Myler Companies

(in thousands)


	For the Period Ended June 30,					For the Year Ended December 31,
	2021			2020		2020			2019
Revenues	$	22,822		$	26,197	$	48,476		$	51,526
Costs of services		3,208			2,788		6,182			6,150

Gross profit		19,614			23,409		42,294			45,376
Operating expenses		20,916			16,824		44,157			32,563

Income (loss) from operations		(1,302	)		6,585		(1,863	)		12,813
Other (expense) income, net		24			1		(24	)		45

Net income (loss)	$	(1,278	)	$	6,586	$	(1,887	)	$	12,858

RISK FACTORS

An investment in our Class A Common Stock involves a high degree of risk. You should carefully consider the following risks, as well as the other information contained in this prospectus, before making an investment in our Class A Common Stock. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects may be materially adversely affected. In such an event, the trading price of our Class A Common Stock could decline and you could lose part or all of your investment.

Risks relating to our business

We may not grow at the rates we historically have achieved or at all, even if our prior results may indicate growth, which could have a material adverse effect on the market price of our Class A Common Stock.

Revenue in our Veterans Services segment increased from approximately $43.1 million for the year ended December 31, 2019 to approximately $58.3 million for the year ended December 31, 2020, representing a 35.3% increase. Revenue in the Veterans Services segment increased from approximately $27.7 for the six months ended June 30, 2020 to approximately $46.2 million for the six months ended June 30, 2021, representing a 66.7% increase. Future revenues in our Veterans Services segment may not grow at this same rate or may decline. Revenues in our Disability Services segment declined from approximately $51.5 million for the year ended December 31, 2019 to approximately $48.5 million for the year ended December 31, 2020, representing a decline of 5.8%. Revenues in our Disability Services segment declined from approximately $26.2 million for the six months ended June 30, 2020 to approximately $22.8 million for the six months ended June 30, 2021, representing a decline of 13.0%. We may not be successful in growing future revenues in our Disability Services segment. Our future growth will depend, in part, on our ability to successfully assist our clients in receiving disability benefits or increasing the amount of disability benefits received from the VA or the SSA, the timing of the preparation of supplemental evidence-based medical packets for our Veteran clients to submit to the VA in support of their claims (referred to as Veteran Medical Packets), the successful adjudication of SSA claims for our clients, our ability to expand our client base, and to develop new services and capabilities. We can provide no assurances that we will be successful in executing on these growth strategies or that, even if our operating results for certain periods would indicate future growth, we will continue to grow our revenue, margins or net income. Our prior results are not indicative of future results. Our ability to assist our clients in obtaining their benefits and expand our client base depends on, among other things, the attractiveness of our services relative to those offered by our competitors, our ability to demonstrate the value of our existing and future services, and our ability to attract and retain a sufficient number of qualified sales and marketing leadership and support personnel.

We do not charge clients for our services until they receive benefits or increased benefits from the VA or the SSA and this creates potential cash flow risks.

We do not charge our clients initially or during the process of medical consultation and the preparation of Veteran Medical Packets that our clients submit with their applications for a disability claim with the VA, or for the preparation and filing of SSDI claims and applications for SSI benefits with the SSA. We only receive payments if and to the extent that a client receives a benefit from the VA or the SSA. As a result, we incur operating expenses for services that may not generate revenues for an extended period of time. Although we believe that we will have sufficient cash flows based on the volume of claims currently filed and pending, together with the anticipated number of Veteran Medical Packets that we expect to prepare for filing each

month based on our historical results, there is no assurance that our cash flows will be steady, consistent, or sufficient to cover our costs during any specific period of time. If we should experience any disruption in the receipt of revenues from services provided in advance, our business and liquidity could be adversely affected. Furthermore, other factors that may cause our cash flows and results of operations to vary include, among other things, our ability to attract new clients and retain existing clients, the terms and progress of benefit claims filed by our clients with the VA or the SSA, the upfront costs associated with providing our services to clients, the commencement, completion or termination of benefit claims filed by clients during any particular period, the timeline of the VA and the SSA in paying on client’s benefit claims, increases in operating expenses that we may incur to grow and expand our operations and to remain competitive, and potential acquisitions. Changes in the volume of activity and the number of client benefit claims commenced, completed or terminated during any quarter may cause significant variations in our cash flows and results of operations because a certain amount of our expenses are fixed.

We may be subject to complaints, allegations, and related inquiries and investigations by offices of the Attorney General, the VA Inspector General, or State enforcement agencies partnered with the VA resulting from clients, competitors or other third parties alleging that our companies are acting in violation of laws and regulations that require VA accreditation to assist Veterans.

Although we do not believe that, except for Trajector Legal, which mandates all attorneys to be VA accredited, the evidence development activities of Trajector Medical require accreditation from the VA or are subject to the fee regulations imposed on accredited representatives, the VA Office of the Inspector General or other federal or state enforcement agencies could decide, whether on their own volition or as the result of third party comments or complaints, including those of clients or competitors, to make inquiries and investigations into our practices. The VA Office of Inspector General, which is responsible for, among other things, protecting Veterans from fraudulent attempts with respect to their VA entitled compensation (including attempts to convince Veterans to assign their rights to VA benefits in violation of the law), promoting enforcement of the laws which require VA accreditation to represent Veterans and to prepare, prosecute, and present claims, and the legal restrictions for charging fees for pre-appeal assistance with VA claims. This enforcement posture also has led to broad assumptions that anyone who offers medical evidence development assistance to Veterans may not charge a fee unless they are accredited. Although we believe we can demonstrate that any such claims about our business model are not valid due to federal laws and regulations permitting private healthcare professionals to develop evidence in support of their clients’ claims, confusion or disagreement over this issue could result in allegations, inquiries, and investigations. Any such allegations or complaints could, individually or in the aggregate, expose us to significant liability, require us to expend substantial resources to respond to any inquiries and investigations, and potentially adversely affect our results of operations, and harm our reputation.

Congress may enact laws or the VA may enact regulations that restrict or otherwise regulate private medical providers who generate medical evidence in support of Veteran’s claims.

The Secretary of the VA retains the authority to promulgate regulations concerning the acceptance and consideration of medical evidence offered in support of VA claims. Presently, competent medical evidence is evaluated based on the qualifications, education, and experience of the medical professional presenting such evidence. The VA does not presently require medical professionals to obtain additional VA-specific certifications as a prerequisite to the consideration and acceptance of medical evidence. Furthermore, the VA does not presently

require medical providers to obtain accreditation as claims agents as a prerequisite for consideration of private provider medical evidence. Although it is not currently anticipated that further eligibility requirements will be introduced in the near future, there remains the possibility that the VA may create additional systems of oversight, licensure, certification, or accreditation for private medical providers who submit medical evidence in support of VA claims. If, however, such restrictions were adopted, whether statutorily or by rule, our results of operations and future prospects may be materially and adversely affected as compliance with such regulations may require us to expend additional resources and may in the aggregate have a material adverse effect on our results of operations, including restricting the amount of fees we receive for our services and increasing our compliance and operating costs.

We may be unable to successfully execute on our growth initiatives, business strategies, or operating plans.

We are continually executing on growth initiatives, strategies, and operating plans designed to enhance our business and extend our existing and future offerings to address evolving needs. For example, we recently completed the Myler Acquisitions to assist individuals with finding and obtaining SSDI benefits, SSI benefits and Medicare Advantage insurance products, all of which are complementary to the products and services historically provided by us. The anticipated benefits from the Myler Acquisitions are based on several assumptions that may prove to be inaccurate. Moreover, we may not be able to successfully complete our other growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate. A variety of risks could cause us not to realize some or all of the expected benefits of our growth initiatives. These risks include, among others, delays in the anticipated timing of activities related to such growth initiatives, strategies, and operating plans, increased difficulty and cost in implementing these efforts, including difficulties in complying with new regulatory requirements, the incurrence of other unexpected costs associated with operating our business, and lack of acceptance by potential clients. Moreover, our continued implementation of these programs may disrupt our operations and performance. As a result, we cannot assure you that we will realize these benefits. If, for any reason, the benefits we realize are less than our estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect our operations or cost more or take longer to effectuate than we expect, or if our assumptions prove inaccurate, our business may be harmed.

We depend on Trajector Holdings, LLC’s senior management team, and the loss of one or more of these employees, or an inability to attract and retain qualified key personnel, could adversely affect our business.

Our success depends, in part, on the skills, working relationships and continued services of James S. Hill II, our Chairman and Co-CEO, Gina G. Uribe, our Chief Medical Director, Richard S. Blaser, our other Co-CEO, other senior management team members, and other key personnel. We do not currently maintain key-person insurance on the lives of any of our key personnel. From time to time, there may be changes in our senior management team resulting from thhiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives.

While we have entered into employment agreements with certain of our executive officers, all of our employees are “at-will” employees, and their employment can be terminated by us or them at any time, for any reason and without notice, subject, in certain cases, to severance payment rights. In order to retain valuable employees, in addition to salary and cash incentives,

we may provide equity awards that vest over time or based on performance. The value to employees of equity awards that vest over time or based on performance will be significantly affected by movements in our stock price that are beyond our control and may at any time be insufficient to counteract offers from other organizations. The departure of key personnel could materially and adversely affect the conduct of our business. In such event, we would be required to hire other personnel to manage and operate our business, and there can be no assurance that we would be able to employ a suitable replacement for the departing individual, or that a replacement could be hired on terms that are favorable to us. In addition, volatility or lack of performance in our stock price may affect our ability to attract and retain replacements should key personnel depart. If we are not able to retain any of our key personnel, our business could be harmed.

Trajector Legal, LLC, which is a wholly-owned law firm subsidiary specializing in VA appeals and mass tort representation by licensed attorneys is regulated by the Utah Supreme Court, which may develop rules that limit the activities of that subsidiary.

Trajector Legal, LLC, referred to as Trajector Legal, and which is a law firm specializing in VA appeals and mass tort representation, was officially admitted by the Utah Supreme Court to participate in its regulatory sandbox, which allows a law firm to be owned by non-attorneys. The regulatory sandbox is a framework to “try-out” a regulatory concept to determine whether such regulations should be permanently approved and/or whether such regulations should be modified prior to any further temporary or permanent approval. Trajector Legal is authorized as a part of the regulatory sandbox in Utah to operate a law firm owned by non-attorneys, which is a concept that has only recently been permitted in a few U.S. jurisdictions, including Utah. The current authorization requires the law firm to operate in a manner that ensures that attorney employees will still meet all professional conduct rules that are applicable to providing legal services, to include maintaining confidentiality, providing conflict-free representation, and operating with clients’ informed consent. The Utah Supreme Court is developing new regulations for sandbox participants, which could require adjustments to the manner of conducting business. While it is expected that changes will be implemented in a manner that allows for maximum flexibility, shifting standards may nonetheless create impositions on the operation of Trajector Legal. Furthermore, because this is a regulatory sandbox and not a permanent rule, it is possible that the Utah Supreme Court could determine not to adopt this regulatory concept and abandon it or substantially revise the regulations and oversight of such non-lawyer owned law firms. Any such determination could have a material and adverse effect on Trajector Legal’s operations and profitability and could result in our having to modify or relinquish our ownership interests in Trajector Legal.

Pursuant to the Rules of the Utah State Bar and the Utah Supreme Court, which apply to all of our lawyers and govern the responsibilities owed to clients by licensed attorneys qualified in Utah, including the duty of loyalty, the duty of competence, the duty to prevent and mitigate conflicts of interest, and the duty of confidentiality, the lawyers of Trajector Legal must place the interests of their clients as their first priority and must maintain the confidentiality of information related to the representation of that client. It is possible that these duties may lead to decisions that are not in our financial interest and which limit short-term financial gain, which may adversely affect our results of operations. In addition, under these ethical requirements of the legal profession, we will have no right to, and will not make decisions with respect to, the conduct or direction of any particular legal claim or any settlement or resolution thereof. The right to make such decisions remains solely with the client and his or her Trajector Legal attorney.

Furthermore, notwithstanding the establishment by us of an independent Ethics Board comprised of experienced Utah attorneys to oversee our operations, it is possible that clients

might sue for malpractice or make claims against Trajector Legal. Because Trajector Legal is governed by the rules of the Office of Legal Services Innovation of the Utah Supreme Court, that entity requires prompt reports of any complaints from clients and retains the ultimate discretion to impose sanctions, including suspension of the right to practice law in Utah.

If we are not able to maintain and enhance our reputation and brand recognition, our business and results of operations will be harmed.

We believe that maintaining and enhancing our reputation and brand recognition is critical to our ability to generate new client relationships, in both our Veterans Services and Disability Services businesses. The promotion of our brand may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Brand promotion and marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our results of operations could be harmed. In addition, any factor that diminishes our reputation or that of our management, including failing to meet the expectations of our clients and failure to provide high-quality support and medical information packets, could harm our reputation and brand and make it substantially more difficult for us to attract new clients. In addition, our sales process is highly dependent on the reputation of our offerings and business and on positive recommendations from our existing clients. If we do not successfully maintain and enhance our reputation and brand recognition, our business may not grow and we could lose our relationships with prospective clients, which would harm our business.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results, financial condition and prospects.

We may determine to grow our business through the acquisition of complementary businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions or the acquisitions may cause diversion of management time and focus away from operating our business. Following any acquisition, including the Myler Acquisitions, we may face difficulty integrating technology, finance and accounting, research and development, human resources, consumer information, and sales and marketing functions; challenges retaining acquired employees; future write-offs of intangibles or other assets; and potential litigation, claims or other known and unknown liabilities.

Depending on the condition of any company or technology we may acquire, that acquisition may, at least in the near term, adversely affect our financial condition and operating results and, if not successfully integrated with our organization, may continue to have such effects over a longer period. We may not realize the anticipated benefits of any acquisitions, including the Myler Acquisitions, and we may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisitions. Our inability to overcome these risks could have a material adverse effect on our profitability, return on equity and return on assets, our ability to implement our business strategy and enhance stockholder value, which, in turn, could have a material and adverse effect on our business, financial condition, results of operations and prospects. Future acquisitions also could result in dilutive issuances of our equity securities and the incurrence of debt, which could harm our financial condition.

Our success will depend in part on our ability to successfully integrate the Myler Acquisitions.

The integration of the newly-acquired businesses of the Myler Companies has required and is anticipated to continue to require a significant amount of time and attention from management. The diversion of management attention away from other ongoing operations and marketing or sales efforts could adversely affect ongoing operations and business relationships. Furthermore, the Myler Acquisitions only took place on December 31, 2020 and, as a result, we do not have a significant amount of time or experience in managing the acquired businesses and unforeseen difficulties or other unanticipated integration issues may arise that could require us to allocate additional management resources or may require us to expend additional funds in order to complete the full integration of the assets acquired in connection with the Myler Acquisitions. Moreover, even if we were able to fully integrate the business operations and other assets of the Myler Companies successfully, there can be no assurance that such integration will result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible or were anticipated from the acquisition or that these benefits will be achieved within a reasonable period of time. Delays in integrating our acquisitions, which could be caused by factors outside of our control, could adversely affect the intended benefits of the acquisitions to our business, financial condition, results of operations, prospects and the trading price of our Class A Common Stock.

If the goodwill that we record in connection with a business acquisition becomes impaired, it could require charges to earnings, which would have a negative impact on our business, financial condition, results of operations and prospects.

Goodwill represents the amount by which the purchase price exceeds the fair value of net assets we acquire in a business combination. We review goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate the carrying value of the asset might be impaired. At December 31, 2020 and at June 30, 2021, our goodwill totaled $35.7 million. Although we have not recorded any impairment charges since we initially recorded the goodwill, our future evaluations of goodwill may result in findings of impairment and related impairment losses, which could have a material and adverse effect on our business, financial condition, results of operations and prospects.

Our financial success and ability to achieve profitability, is highly dependent on our clients’ timely receipt of government payments.

Our ability to achieve profitability is highly dependent on the VA, the SSA and other applicable government agencies timely and fully funding earned benefit payments to our clients. Spending by these government programs in future periods is very difficult to predict and subject to significant risks. Significant budgetary delays, government shutdowns and other and constraints may result in reduced spending levels by these government agencies, which would likely result in delayed or decreased benefit payments to our clients and in turn adversely affect our revenue and cash flow needs. Long-term uncertainty remains with respect to overall levels of government spending for VA, SSA and other benefit programs and it is likely that U.S. government spending levels will continue to be subject to significant pressure. Future budget cuts could result in reductions and/or delays of existing benefit programs. Any of these impacts could have a material and adverse effect on the results of our operations, financial position and/or cash flows.

Since our results of operations are, in part, dependent on government funding levels for VA, SSA and other benefit programs, any changes that limit or reduce benefit levels, such as reductions in or limitations of disability benefit amounts under programs, reductions in funding

of programs, expansion of benefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage for certain individuals or treatments under programs, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Veteran benefit and SSA programs and rules are subject to frequent and sometimes unpredictable change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which clients receive benefits and in turn adversely affect the amount of fees we receive for our services. Budget pressures often lead the federal government to reduce or place limits on disability benefits programs. Implementation of these and other types of measures could result in substantial reductions in our revenue and operating margins.

Furthermore, if the U.S. were to experience another pandemic, either related to COVID-19 (including the recent Delta variant) or otherwise, or any other event, such as a budgetary impasse in Congress, that results in shutdown or a slowdown of the work performed at government agencies, especially at the VA or the SSA, such an event could slow down the adjudication of claims at the VA, SSA, and other government agencies and delay the receipt of fees by us related thereto. While our operations and productivity have not been materially adversely affected by the effects of COVID-19 and the pandemic, the adjudication of claims appreciably slowed down as the different agencies transferred to a remote setting. As a result, we did experience a corresponding delay in generating fees from these cases. If a similar event should occur or persist in the future, including a resurgence of COVID-19 cases resulting from the Delta variant, our cash flows from operations could be adversely affected.

In addition, the VA, the SSA and other government benefit programs may change the rules governing these programs, including those governing payments permitted to service providers. Changes that could adversely affect our business include:

•

administrative or legislative changes to rates of disability payments;

•

limits on the services or types of providers for which these government programs will permit payment by our clients;

•

certification or training requirements for medical providers who evaluate our clients;

•

changes in methodology for disability assessment and/or determination of payment levels; or

•

the reduction or elimination of annual rate increases.

The impact of these changes can vary from any estimate we may have and may be further impacted by the relative growth of our client volumes across markets that we serve. It is possible that we may underestimate the impact of these changes on our business, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The historical financial information and pro forma financial information, as well as certain key operating metrics, included in this prospectus may not be indicative of our future results.

The historical financial information and pro forma financial information included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been as an independent company during the periods presented, or be indicative of what ours of operations, financial position and cash flows may be in the future. In addition, the pro forma financial information included in this prospectus is based, in part, upon a number of

estimates and assumptions. These estimates and assumptions may prove not to be accurate, and, accordingly, the pro forma financial information should not be assumed to be indicative of what our financial condition or results of operations actually would have been as a separate company and may not be a reliable indicator of what our financial condition or results of operations may be in the future.

Our business is subject to VA and SSA regulation and oversight, as well as extensive, complex and frequently changing rules, regulations and legal interpretations.

Our business is subject to compliance with various government regulation and oversight. For a discussion of how government regulation impacts key aspects of our business, please see “Business—Governmental Regulation.” Our business is also subject to laws, rules, regulations, policies and legal interpretations in the markets in which we operate, including, but not limited to, those governing eligibility for VA and SSDI and SSI benefits; the amount of fees which we can charge for our services; privacy, data protection and consumer protection; insurance related requirements; and evidentiary standards addressing the training and qualifications of medical professionals who provide supporting medical evidence. Trajector Legal, LLC, our law firm subsidiary, is subject to regulation by the State of Utah and the Utah Supreme Court. The legal and regulatory requirements applicable to us are extensive, complex, frequently changing, and increasing in number, and may impose overlapping and/or conflicting requirements or obligations.

Although we do not believe we are required to obtain accreditation from the VA or are subject to the fee regulations imposed on accredited representatives, if changes in legislation and related regulations require us to comply and seek accreditation, we may face substantial increased costs, supervisions and a reduction in the amount of fees we can charge our Veteran clients for our services. Accordingly, compliance with such regulations will require us to expend additional resources and may in the aggregate have a material adverse effect on our results of operations, including restricting the amount of fees we receive for our services and increasing our compliance and operating costs.

It is possible that we could face scrutiny under the federal False Claims Act (“FCA”) in connection with providing our services to the extent we, including any of our personnel, are alleged to have caused the submission of false claims, or made false statements, to the VA or the SSA in connection with applications for disability assistance. If we are found to have violated the FCA, we could potentially be liable for treble damages and per-claim penalties of between $11,665 and $23,331. Given the number of VA disability and SSA claimants for whom we provide assistance, there is a potential for substantial penalties in connection with any alleged FCA violations. We may also be subject to the provisions of various state False Claims Acts in connection with applications for assistance from state government offices.

In addition, our activities involving assistance to clients in obtaining Medicare Advantage and other Medicare insurance products could potentially generate scrutiny under the federal Anti-Kickback Statute (“AKS”). The AKS prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, or order or recommendation of, any good or service, for which payment may be made under federal and state health care programs such as Medicare and Medicaid. If we are found to have violated the AKS, we could potentially be liable for civil and criminal penalties, including fines, imprisonment, and exclusion from participation in Medicare, Medicaid, or other federal health care programs. The FCA and AKS are further described in “Business—Governmental Regulation” in this prospectus.

Any failure or perceived failure to comply with existing or new laws and regulations (including changes to or expansion of the interpretation of those laws and regulations) may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and other enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; increase regulatory scrutiny of our business; restrict our operations; force us to change our business practices, make product or operational changes or delay planned product launches or improvements. The foregoing could, individually or in the aggregate, expose us to significant liability, impose significant costs, require us to expend substantial resources, increase the cost and complexity of compliance, damage our brand and business, make our products and services less attractive, result in the loss of clients, limit our ability to grow the business, adversely affect our results of operations, and harm our reputation. We have implemented policies and procedures designed to help ensure compliance with applicable laws, and regulations, but there can be no assurance that our employees, contractors, or agents will not violate such laws and regulations.

There could be laws and regulations applicable to our business that we have not identified or that, if changed, may be costly to us, and we cannot predict all the ways in which implementation of such laws and regulations may affect us. Compliance with these future laws and regulations may require us to change our practices at an undeterminable and possibly significant initial monetary and annual expense. In the jurisdictions in which we operate, we believe we are in compliance with all applicable material regulations, but, due to the uncertain regulatory environment, certain states may determine that we are in violation of their laws and regulations. In the event that we must remedy such violations, we may be required to modify our existing and future offerings and solutions in such states in a manner that undermines our existing and future offerings’ attractiveness to partners, clients or members, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to terminate our operations in such states. In each case, our revenue may decline and our business, financial condition, and results of operations could be adversely affected. Additionally, the introduction of new solutions may require us to comply with additional, yet undetermined, laws and regulations.

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the ongoing global COVID-19 pandemic and measures intended to prevent its spread, or other shutdown of the economy could have a material adverse effect on our business, results of operations, cash flows and financial condition.

In December 2019, COVID-19 was first reported in Wuhan, China, and on March 11, 2020, the World Health Organization declared COVID-19 a pandemic and the President of the United States declared the COVID-19 outbreak a national emergency on March 13, 2020. The outbreak has reached more than 160 countries and led governments and other authorities around the world, including federal, state and local authorities in the United States, to impose measures intended to mitigate its spread, including restrictions on freedom of movement and business operations such as travel bans, border closings, business closures, quarantines and shelter-in-place orders. Due to COVID-19 stay-at-home and shutdown orders in the states in which we operate, we transitioned to a fully remote work policy at our locations in March 2020. We are currently functioning on a hybrid basis with employees at both on-site facilities and remote, based on operational requirements and policies. These changes in our operations have resulted in diversion of or limitations on our management and key personnel that would otherwise be focused on the operations of our business.

The COVID-19 pandemic has resulted in our employees working from home and conducting work via the internet, and if the network and infrastructure of internet providers becomes

overburdened by increased usage or is otherwise unreliable or unavailable, our employees’ access to the internet to conduct business could be negatively impacted. This has been a particularly acute issue for our employees in Puerto Rico, as frequent power outages and a less reliable network would result in frequent downtime for employees working remotely. Ongoing or further limitations on access or disruptions to services could interrupt our ability to provide our technology platform, decrease the productivity of our workforce, and significantly harm our business operations, financial condition, and results of operations. Our technology platform and the other systems or networks used in our business may experience an increase in attempted cyber-attacks, targeted intrusion, ransomware and phishing campaigns seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these unauthorized attempts could substantially impact our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately our business. Any actual or perceived security incident also may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities.

While a number of government restrictions have been lifted in recent months, they did have an impact on our cash flows during the period in which they were in place. Restrictions placed on government agency activities, especially at the VA or the SSA, due to the pandemic, including limited staffing, have resulted in delays in processing times of claims for disability benefits made by our clients. Such delays have resulted in longer than usual time periods for our receipt of revenues arising from completed claims. While our operations and productivity have not been materially adversely affected to date by the effects of COVID-19 and the pandemic, the adjudication of claims did noticeably slow down as the different agencies transferred to a remote setting. As a result, we did experience a corresponding delay in generating fees from these cases. If a similar event should occur or persist in the future, including a resurgence of COVID-19 cases resulting from the Delta variant, our cash flows from operations could be adversely affected.

The COVID-19 pandemic also has caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you that conditions in the lending, capital and other financial markets will not continue to deteriorate as a result of the pandemic, or that our access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of future borrowings, renewals or refinancing. The ongoing impact of any future pandemic or economic shutdown, including COVID-19, on our operational and financial performance is uncertain and will depend on future developments, including the severity, magnitude and duration of any current or future outbreak, localized increases and additional surges in the number of cases, all of which are uncertain and difficult to predict. At this time, we cannot reasonably estimate the long-term impact of the COVID-19 pandemic on our business or on our future financial or operational results; however, the disruption could have a material adverse effect on our business, financial condition, results of operations, and cash flows over time. In addition, if different strain of the COVID-19, including the Delta variant, or another pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, our business may be adversely affected.

Individuals may claim our outbound engagement techniques, including outbound telephone calls and digital outreach, are not compliant with HIPAA or federal marketing laws.

Numerous state, federal, and international laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability, integrity, and other processing of private health information, or PHI, and personally identifiable information, or PII. These laws

and regulations include HIPAA, which establishes a set of national privacy and security standards for the protection of PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. HIPAA requires covered entities and business associates, such as Trajector Insurance, Inc. (formerly Myler Insurance, Inc.), and their covered subcontractors, to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. With the exception of Trajector Insurance, we do not believe that our medical evidence development subsidiaries or legal representatives and advocates are covered entities based on the services that we provide, especially because we do not submit requests for or obtain reimbursement for medical services from any government entity. Although we believe that most of our subsidiaries are not covered entities based on the services that we provide, Trajector Insurance is subject to these requirements. Further, although we believe that our VA and SSDI operations, as well as Trajector Insurance, are conducted in a manner compatible with HIPAA requirements with respect to PHI and PII, if the U.S. Department of Health and Human Services (or HHS) should determine that our VA and SSA benefit solutions are covered by HIPAA, then we could become subject to review by HHS and deemed in violation of HIPAA, which could subject us to fines or other penalties. Similarly, if HHS should determine that Trajector Insurance is not in compliance with such requirements, this could also subject us to fines or other penalties. Even though we do not believe our primary operations are covered under HIPAA, we strive to be compliant with these requirements. In addition, the Telephone Consumer Protection Act (TCPA), is a federal statute that protects consumers from unwanted telephone calls and faxes. Since its inception, the TCPA’s purview has also extended to text messages sent to consumers. We may communicate with and perform outreach to clients through multiple modes of communication, including phone, email, and secure messaging. We must ensure that our solutions that leverage telephone and secure messaging comply with TCPA regulations and agency guidance. To that end, we have developed practices to contact potential and existing clients in accordance with authorization that they have provided us. While we strive to adhere to strict policies and procedures, the Federal Communications Commission (FCC), as the agency that implements and enforces the TCPA, may disagree with our interpretation of the TCPA and subject us to penalties and other consequences for noncompliance. Determination by a court or regulatory agency that our solutions violate the TCPA could subject us to civil penalties, could invalidate all or portions of some of our client contracts, could require us to change or terminate some portions of our offerings, could require us to refund portions of our fees, and could have an adverse effect on our business. Even an unsuccessful challenge by consumers or regulatory authorities of our activities could result in adverse publicity and could require a costly response from us. Other laws focus on unsolicited email, such as the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (CAN-SPAM Act), which establishes requirements for the transmission of commercial email messages and specifies penalties for unsolicited commercial email messages that follow a recipient’s opt-out request or deceive the receiving consumer.

Our use, disclosure, and other processing of PII and PHI are subject to federal, state, and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, member base and revenue.

In addition to HIPAA, numerous other federal, state, and foreign laws and regulations protect the confidentiality, privacy, availability, integrity, and security of PHI and other types of PII. Such laws and evolving regulations and legislative actions (or changes in interpretation of existing laws or regulations regarding data privacy and security together with applicable industry standards) may increase our costs of doing business. In this regard, we expect that

there will continue to be new laws, regulations, and industry standards relating to privacy and data protection in the United States and other jurisdictions, and we cannot determine how broadly or narrowly regulators will interpret and enforce such new laws, regulations, and standards and the corresponding impact it may have on our business. For example, the California Consumer Privacy Act of 2018 (the “CCPA”) became effective on January 1, 2020, with the California Attorney General permitted to bring enforcement actions (which may include the imposing of monetary penalties) beginning July 1, 2020, and new CCPA regulations promulgated by the California Attorney General were approved on August 14, 2020, effective immediately. Although we have implemented procedures relating to our data collection, use and processing practices and policies in an effort to comply with the CCPA, there is a risk that the California Attorney General will not find our practices or policies to be compliant with the CCPA, which would potentially subject us to civil penalties or an inability to use information collected from California consumers. In addition, such laws and regulations could restrict our ability to store and process personal data (in particular, our ability to use certain data for purposes such as marketing or advertising due to the expansive definition of personal information under the CCPA), our ability to control our costs by using certain vendors or service providers, or impact our ability to offer certain services in certain jurisdictions. Further, the CCPA requires covered companies to provide new disclosures to California consumers, provide such consumers several specific rights regarding their personal information, including the ability to opt-out of certain sales of personal information (which may not fall under the CCPA HIPAA exemption), and allows for a private cause of action for data breaches. Additionally, such laws and regulations are often inconsistent and may be subject to amendment or re-interpretation, which may cause us to incur significant costs and expend significant effort to ensure. Additionally, a new California ballot initiative, the California Privacy Rights Act (“CPRA”), recently passed in California. The CPRA will impose additional data protection obligations on companies doing business in California, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023, and additional compliance investment and potential business process changes may be required. Similar laws have been passed in several other states, and further laws are being considered at state and federal levels. If passed, such laws may have potentially conflicting requirements that would make compliance challenging.

This complex, dynamic legal landscape regarding privacy data, data protection, and information security creates a host of significant considerations for us to address and incorporate into our business operations, and potentially exposes us to additional expense, adverse publicity and liability. Although we take steps to help protect confidential and other sensitive information from unauthorized access or disclosure, our information technology and infrastructure has been in the past and may be vulnerable in the future to attacks by hackers or viruses, failures, or breaches due to third-party action, employee negligence or error, malfeasance, or other incidents or disruptions.

Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices, systems and compliance procedures in a manner adverse to our business. We also publish statements to our clients that describe how we handle and protect PHI and PII (for example, through our privacy policies connected with our website, anticipated mobile applications and other digital tools). If federal or state regulatory authorities, such as the FTC or state attorneys general, or private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including costs of responding to

investigations, defending against litigation, settling claims, and complying with regulatory or court orders. Any of the foregoing consequences could seriously harm our business and our financial results. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our existing and future offerings. Any of the foregoing consequences could harm our business.

Our employment and use of registered nurses, advanced practice registered nurses, physician assistants, medical doctors, SMEs, and our other clinicians may subject us to licensing and other regulatory risks.

Our employment and use of registered nurses, advanced practice registered nurses, physician assistants, medical doctors, SMEs, and our other clinicians may subject us to state and other licensing and regulatory risks. The services provided by our clinicians may be subject to review by state or other regulatory bodies. This also includes rules applicable to the delegation of certain medical tasks to non-licensed personnel, such as nursing or medical assistants. Certain of our employees with duties relating to review and production of medical evidence are subject to the licensing requirements of their licensing jurisdictions. To a large degree, the licensing status of our medical professionals determines our ability to effectively provide quality medical consulting to clients. Issues such as lapse of licensing, failure to meet licensing standards, improper delegation of tasks to non-licensed persons, or disciplinary action to include suspension or revocation of licenses, could harm our medical consulting services. In addition, any activities conducted by our clinicians that are in violation of practice rules could subject us to fines or other penalties. For example, while we do not provide medical care or establish patient relationships with our clients, our clinicians could be found to be practicing outside the scope of their respective licenses in violation of applicable laws. Further, if one of our SMEs is found to be acting outside the scope of its professional license in violation of the applicable state’s practice laws, such activity could result in disciplinary action against the clinician by the applicable licensing agency. The definition of what constitutes the practice of medicine, nursing or other health professions varies by state.

In addition, there is a risk that we may be found in violation of the prohibition of the corporate practice of a health profession under certain state laws, which may result in the imposition of civil or criminal penalties or nullification of contracts. Certain states prevent corporations from being licensed as practitioners and prohibit physicians from practicing medicine in partnership with non-physicians, such as business corporations. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in certain states. These laws, which vary by state, may also prevent the sharing of professional services income with non-professional or business interests. Any determination that we are acting in the capacity as a healthcare provider, exercising undue influence or control over a healthcare provider or impermissibly sharing fees with a healthcare provider, may result in significant sanctions against us and our clinicians, including civil and criminal penalties and fines, additional compliance requirements, expense, and liability to us, and require us to change or terminate some portions of our contractual arrangements or business.

We may in the future become subject to litigation, which could harm our business.

Our business entails the risk of liability claims against us, and we may in the future become subject to litigation. Claims against us may be asserted by or on behalf of a variety of parties, including our clients, government agencies, our current or former employees, or our stockholders. Some of these claims may result in significant costs to defend and potentially

significant judgments against us, some of which are not, or cannot be, covered by adequate insurance. Although we carry insurance in amounts that we believe are appropriate in light of the risks attendant to our business, successful claims could result in substantial damage awards that exceed the limits of our insurance coverage.

Risks relating to intellectual property and cybersecurity laws

Failure to protect or enforce our intellectual property rights, could harm our ability to compete effectively, as well as our business, financial condition, results of operations and prospects.

Our intellectual property includes our proprietary processes, methodologies, algorithms, applications, technology platform, software code, website content, user interfaces, graphics, registered and unregistered copyrights, trademarks, databases, and domain names. We believe that our intellectual property is an essential asset of our business and we regard the protection of our software licenses, trade secrets, copyrights, trademarks, databases, and domain names as critical to our success. In order to protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates and others. If we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete. In addition, we may be unable to detect the unauthorized use of our intellectual property rights. In addition, even if we initiate litigation against third parties, such as infringement suits, we may not prevail. Furthermore, our intellectual property rights may not adequately protect our rights or remedies to gain or keep any advantages we may have over our competitors, which could reduce our ability to be competitive and generate sales and profitability.

We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with other parties with whom we conduct business, in order to limit access to, and disclosure and use of, our proprietary information. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property.

Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition.

We have developed a brand that we believe contributes significantly to the success of our business. We believe that continuing to establish, maintain, protect and enhance the “Trajector” and related brands will be critical to growing our business, particularly in new markets where we will seek to grow our brand recognition. If we do not successfully build and maintain a strong brand, our business could be materially harmed. Establishing, maintaining and enhancing the quality of our brand may require us to make substantial investments in areas such as marketing, community relations, outreach and employee training. These investments may be substantial and may fail to encompass the optimal range of traditional, online and social advertising media to achieve maximum exposure and benefit to our brand.

Infringement, misappropriation or dilution of our intellectual property could harm our business.

We believe that our brands, our proprietary processes, methodologies, algorithms, applications, technology platform, software code, website content, user interfaces, graphics, registered and unregistered copyrights, trademarks, databases, and domain names, will have significant value and that these and other intellectual property are valuable assets that are critical to our success. We currently rely on our proprietary engagement processes and our software solutions to implement our proprietary processes. Unauthorized uses or other infringement of our trademarks or our proprietary processes could diminish the value of our brand and may adversely affect our business. Effective intellectual property protection may not be available in every market. Failure to adequately protect our intellectual property rights could damage our brand and impair our ability to compete effectively. Even when and where we have effectively secured statutory protection for our trademarks, proprietary processes used by us, and other intellectual property, our competitors and other third parties may misappropriate our intellectual property, and in the course of litigation, such competitors and other third parties occasionally attempt to challenge the breadth of our ability to prevent others from using similar marks or designs. If such challenges were to be successful, less ability to prevent others from using similar marks or designs may ultimately result in a reduced distinctiveness of our brand in the minds of consumers. Defending or enforcing our trademark rights, branding practices, and other intellectual property could result in the expenditure of significant resources and divert the attention of management, which in turn may materially and adversely affect our business and results of operations, even if such defense or enforcement is ultimately successful. Even though competitors occasionally may attempt to challenge our ability to prevent infringers from using our marks, we are not aware of any challenges to our right to use any of our brand names.

A cybersecurity attack, security breach or unauthorized data access could impair or incapacitate our information technology systems and delay or interrupt service to our clients, harm our reputation, or subject us to significant liability.

Our information technology systems may be subject to cyberattacks, security breaches or computer hacking including a ransomware attack, a directed attack against us or a data breach or cyber incident happening to a third-party network and affecting us. Regardless of our efforts, there may still be a breach, and the costs to eliminate, mitigate or address the threats and vulnerabilities before or after a cyber-incident could be significant. Any such breaches or attacks could result in interruptions, delays or cessation of operations and loss of existing or potential clients. In addition, breaches of our information technology systems or security measures and the unauthorized dissemination of sensitive personal, proprietary or confidential information about our business, our clients or other third parties could expose us to significant potential liability and reputational harm and subject us to significant reputational, financial, legal, and operational consequences. Moreover, any such breach or attack could result in litigation against us by clients whose data is compromised by any such attack.

We may incur substantial costs in protecting our intellectual property, and if we are not able to do so, our competitive position would be harmed.

If a competitor infringes upon one of our trademarks or other intellectual property rights, enforcing those trademarks and other rights may be costly, difficult and time consuming. Even if successful, litigation to defend our trademarks against challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert management’s attention from managing our business. Moreover, we may not have sufficient resources or desire to defend our trademarks against challenges or to enforce our intellectual property rights. Additionally, we may provoke third-parties to assert claims against us. We may not prevail in

any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence of any of these events may harm our business, financial condition, results of operations and prospects.

Improper disclosure of confidential, personal or proprietary data, whether due to human error, misuse of information by employees or vendors, or as a result of cyberattacks, could result in regulatory scrutiny, legal liability or reputational harm, and could have an adverse effect on our business or operations.

Our services involve the storage and transmission of clients’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, clients and others, as well as protected health information, or PHI or PII, of our clients. Because of the extreme sensitivity of the information we store and transmit, the security features of our computer, network, and communications systems infrastructure are critical to the success of our business. A breach or failure of our security measures could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. If our security measures fail or are breached, it could result in unauthorized persons accessing sensitive client data (including PHI or PII), a loss of or damage to our data, an inability to access data sources, or process data or provide our services to our clients. Such failures or breaches of our security measures, or our inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely affect client or investor confidence in us, and reduce the demand for our services from existing and potential clients. In addition, we could face litigation, damages for contract breach, monetary penalties, or regulatory actions for violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

We maintain policies, procedures and technical safeguards designed to protect the security and privacy of confidential, personal and proprietary information. Nonetheless, we cannot eliminate the risk of human error or guarantee our safeguards against employee, vendor or third-party malfeasance. It is possible that the steps we follow, including our security controls over personal data and training of employees on data security, may not prevent improper access to, disclosure of or misuse of confidential, personal or proprietary information. This could cause harm to our reputation, create legal exposure or subject us to liability under laws that protect personal data, resulting in increased costs or loss of commissions and fees.

Data privacy is subject to frequently changing laws, rules and regulations in the various jurisdictions in which we operate. For example, legislators in the U.S. are proposing new and more robust cybersecurity legislation in light of the recent broad-based cyberattacks at a number of companies. These and similar initiatives around the country could increase the cost of developing, implementing or securing our servers and require us to allocate more resources to improved technologies, adding to our information technology and compliance costs. Our

failure to adhere to, or successfully implement processes in response to, changing legal or regulatory requirements in this area could result in legal liability or damage to our reputation in the marketplace.

Risks relating to our organizational structure

We are a holding company and our only asset (other than a nominal amount of cash) after completion of this offering will be our % ownership interest in Trajector Holdings, LLC, and we are accordingly dependent upon distributions from Trajector Holdings, LLC to pay dividends, if any, taxes, make payments under the Tax Receivable Agreement and pay other expenses.

We are a holding company and, upon completion of the Reorganization Transactions and this offering, our only asset (other than a nominal amount of cash for organizational and administrative expenses) will be our ownership of % of the outstanding LLC Units. See “Organizational Structure.” We have no independent means of generating revenues. Trajector Holdings, LLC will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, any taxable income of the Trajector Holdings, LLC will be allocated to holders of LLC Units, including us. Accordingly, we will incur income taxes on our allocable share of any net taxable income of Trajector Holdings, LLC. As the sole managing member of Trajector Holdings, LLC, we intend to cause Trajector Holdings, LLC to make distributions to the holders of LLC Units and us, in amounts sufficient to (i) cover all applicable taxes payable by us and the holders of LLC Units, (ii) allow us to make any payments required under the Tax Receivable Agreement we intend to enter into as part of the Reorganization Transactions and (iii) fund dividends to our stockholders in accordance with our dividend policy, to the extent that our board of directors declares such dividends.

Deterioration in the financial conditions, earnings or cash flows of Trajector Holdings, LLC and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that we need funds and Trajector Holdings, LLC is restricted from making such distributions to us under applicable law or regulation, as a result of covenants in its debt agreements or otherwise, we may not be able to obtain such funds on terms acceptable to us, or at all, and, as a result, could suffer a material adverse effect on our liquidity and financial condition.

In certain circumstances, Trajector Holdings, LLC will be required to make distributions to us and the other holders of LLC Units, and the distributions that Trajector Holdings, LLC will be required to make may be substantial.

Under the Amended LLC Agreement, Trajector Holdings, LLC will generally be required from time to time to make pro rata distributions in cash to us and the other holders of LLC Units at certain assumed tax rates in amounts that are intended to be sufficient to cover the taxes on our and the other LLC Unit holders’ respective allocable shares of the taxable income of Trajector Holdings, LLC. As a result of (i) potential differences in the amount of net taxable income allocable to us and the other LLC Unit holders, (ii) the lower tax rate applicable to corporations than individuals, and (iii) the favorable tax benefits that we anticipate receiving from (a) acquisitions of interests in Trajector Holdings, LLC in connection with acquisitions by Trajector, Inc. of LLC Units from Pre-IPO LLC Members in connection with this offering and future taxable redemptions or exchanges of LLC Units for shares of our Class A Common Stock or cash and (b) payments under the Tax Receivable Agreement, we expect that these tax distributions will be in amounts that exceed our tax liabilities and obligations to make payments

under the Tax Receivable Agreement. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, dividends, repurchases of our Class A Common Stock, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. No adjustments to the redemption or exchange ratio of LLC Units for shares of Class A Common Stock will be made as a result of either (i) any cash distribution by us or (ii) any cash that we retain and do not distribute to our stockholders. To the extent that we do not distribute such excess cash as dividends on our Class A Common Stock and instead, for example, hold such cash balances or lend them to Trajector Holdings, LLC, holders of LLC Units would benefit from any value attributable to such cash balances as a result of their ownership of Class A Common Stock following a redemption or exchange of their LLC Units. See “Certain relationships and related party transactions—Amended LLC Agreement.”

We will be required to pay the Pre-IPO LLC Members and any other persons that become parties to the Tax Receivable Agreement for certain tax benefits we may receive, and the amounts we may pay could be significant.

As described under “Organizational Structure,” acquisitions by Trajector, Inc. of LLC Units from certain Pre-IPO LLC Members in connection with this offering and future taxable redemptions or exchanges by such Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock or cash, as well as other transactions described herein, are expected to result in tax basis adjustments to the assets of Trajector Holdings, LLC that will be allocated to us and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that we would otherwise be required to pay in the future.

We intend to enter into the Tax Receivable Agreement with Pre-IPO LLC Members that will provide for the payment by us to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in Trajector, Inc.’s assets resulting from (a) acquisitions by Trajector, Inc. of LLC Units from the Pre-IPO LLC Members in connection with this offering, (b) the purchase of LLC Units from any of the Pre-IPO LLC Members using the net proceeds from any future offering, (c) redemptions or exchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock or cash or (d) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of Trajector Holdings, LLC.

We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of Trajector Holdings, LLC attributable to the redeemed or exchanged LLC Units, the payments that we may make to the existing Pre-IPO LLC Members could be substantial. For example, if we acquired all of the LLC Units of the Pre-IPO LLC Members in taxable transactions as of this offering (after giving effect to the Post-IPO Conversion), based on an initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and on certain assumptions, including that (i) there are no material changes in relevant tax law and (ii) we earn sufficient taxable income in each year to realize on a current basis all tax benefits that are subject to the Tax Receivable Agreement, we expect that the resulting reduction in tax payments for us, as determined for purposes of the Tax Receivable Agreement, would aggregate to approximately $ million, substantially all of which would be realized over the next 15 years, and we would be required to pay the Pre-IPO LLC Members 85% of such amount, or $ million, over the same period. The

actual increases in tax basis with respect to future taxable redemptions, exchanges or purchases of LLC Units, as well as the amount and timing of any payments we are required to make under the Tax Receivable Agreement in respect of the acquisition of LLC Units from Pre-IPO LLC Members in connection with this offering or future taxable redemptions, exchanges or purchases of LLC Units, may differ materially from the amounts set forth above because the potential future reductions in our tax payments, as determined for purposes of the Tax Receivable Agreement, and the payments we will be required to make under the Tax Receivable Agreement, will each depend on a number of factors, including the market value of our Class A Common Stock at the time of redemption or exchange, the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the calculated combined state and local tax rate), the amount and timing of the taxable income that we generate in the future and the extent to which future redemptions, exchanges or purchases of LLC Units are taxable transactions.

Payments under the Tax Receivable Agreement are not conditioned on such Pre-IPO LLC Members’ continued ownership of us. There may be a material negative effect on our liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits we receive in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to us by Trajector Holdings, LLC are not sufficient to permit us to make payments under the Tax Receivable Agreement.

In addition, although we are not aware of any issue that would cause the IRS to challenge the tax basis increases or other benefits arising under the Tax Receivable Agreement, the Pre-IPO LLC Members will not reimburse us for any payments previously made if such tax basis increases or other tax benefits are subsequently disallowed, except that any excess payments made to the Pre-IPO LLC Members will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after our determination of such excess. As a result, in such circumstances, we could make payments to the Pre-IPO LLC Members under the Tax Receivable Agreement that are greater than our actual cash tax savings and we may not be able to recoup those payments, which could negatively impact our liquidity.

In addition, the Tax Receivable Agreement provides that, upon certain mergers, asset sales or other forms of business combination, or certain other changes of control, our or our successor’s obligations with respect to tax benefits would be based on certain assumptions, including that we or our successor would have sufficient taxable income to fully utilize the increased tax deductions and tax basis and other benefits covered by the Tax Receivable Agreement. As a result, upon a change of control, we could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of our actual cash tax savings, which could negatively impact our liquidity.

This provision of the Tax Receivable Agreement may result in situations where the Pre-IPO LLC Members have interests that differ from or are in addition to those of our other stockholders. For example, the Pre-IPO LLC Members may have a different tax position from us, which could influence how they exercise their discretion (including for those Pre-IPO LLC Members who are or

were entities controlled by members of our management team) and/or voting power regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter into in connection with this offering, and whether and when we should undergo certain changes of control for purposes of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. Furthermore, the structuring of future transactions may take into consideration these tax or other considerations or benefits in respect of the Pre-IPO Members, even where no similar benefit would accrue to us. In addition, we could be required to make payments under

the Tax Receivable Agreement that are substantial and in excess of our, or a potential acquirer’s, actual cash savings in income tax. See also “Risk Factors — Risks relating to our organizational structure — We are controlled by the Pre-IPO LLC Members whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us” and “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

Our obligations under the Tax Receivable Agreement will also apply with respect to any person who is issued LLC Units in the future and who becomes a party to the Tax Receivable Agreement.

Finally, because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement depends on the ability of Trajector Holdings, LLC to make distributions to us. The Credit Agreement, if for any reason is not fully repaid and terminated following the offering, would restrict the ability of Trajector Holdings, LLC to make distributions to us, which could affect our ability to make payments under the Tax Receivable Agreement. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Pre-IPO LLC Members that will not benefit holders of our Class A Common Stock to the same extent that it will benefit the Pre-IPO LLC Members.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Pre-IPO LLC Members that will not benefit purchasers of our Class A Common Stock pursuant to this offering to the same extent that it will benefit the Pre-IPO LLC Members. We intend to enter into the Tax Receivable Agreement with the Pre-IPO LLC Members that will provide for the payment by us to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in Trajector, Inc.’s assets resulting from (a) acquisitions by Trajector, Inc. of LLC Units from such Pre-IPO LLC Members in connection with this offering, (b) the purchase of LLC Units from any of such Pre-IPO LLC Members using the net proceeds from any future offering, (c) redemptions or exchanges by such Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock or cash or (d) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A Common Stock.

We are controlled by the Pre-IPO LLC Members whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us.

The Pre-IPO LLC Members will control approximately % of the combined voting power of our common stock through the ownership of Class A Common Stock by the Class A Conversion Holders and Class B Common Stock held by the other Pre-IPO LLC Members after the Post-IPO Conversion (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full) after the completion of this offering and the Post-IPO Conversion. Further, pursuant to the Stockholders Agreement to be entered into by and among us and the Pre-IPO LLC Members (including the Class A Conversion Holders), the Pre-IPO LLC Members may approve or disapprove substantially all transactions and other matters requiring approval

by our stockholders, such as a merger, consolidation or sale of all or substantially all of our assets, any dissolution, liquidation or reorganization of our company or our subsidiaries or any acquisition or disposition of any asset in excess of 5% of total assets, the incurrence, guarantee, assumption or refinancing of indebtedness, or grant of a security interest, in excess of 10% of total assets (or that would cause aggregate indebtedness or guarantees thereof to exceed 10% of total assets), the issuance or redemption of certain additional equity interests in an amount exceeding $10 million, the establishment or amendment of any equity, purchase or bonus plan for the benefit of employees, consultants, officers or directors, any capital or other expenditure in excess of 5% of total assets, the declaration or payment of dividends on capital stock or distributions by Trajector Holdings, LLC on LLC Units other than tax distributions as defined in the Amended LLC Agreement. Other matters requiring approval by the Pre-IPO LLC Members pursuant to the Stockholders Agreement include changing the number of directors on our board of directors, changing the jurisdiction of incorporation, changing the location of Trajector Holdings, LLC’s headquarters, changing the name of Trajector Holdings, LLC, amendments to governing documents, adopting a stockholder rights plan and any changes to Trajector Holdings, LLC’s fiscal year or public accountants. In addition, the Stockholders Agreement will provide that approval by the Pre-IPO LLC Members is required for any changes to the strategic direction or scope of Trajector, Inc. and Trajector Holdings, LLC’s business, any acquisition or disposition of any asset or business having consideration or fair value in excess of 5% of our total assets and the hiring and termination of any of our Chief Executive Officers, Chief Financial Officer, Chief Operating Officer, or other change to senior management or key employees (including terms of compensation). Furthermore, the Stockholders Agreement will provide that, until the Substantial Ownership Requirement is no longer met, the Pre-IPO LLC Members may designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of our board of directors.

Under the Voting Agreement to be entered into by our founders, the founders will agree to cause each Pre-IPO LLC Member controlled by them to vote or exercise their right to consent, with respect to all matters under the Stockholders Agreement or otherwise requiring stockholder approval, in the manner directed (and, therefore, ultimately controlled by) a majority of the founders (regardless of the number, class or voting power of the shares held by each founder).

This concentration of ownership and voting power also may delay, defer or even prevent an acquisition by a third party or other change of control of our company, which could deprive you of an opportunity to receive a premium for your shares of Class A Common Stock and may make some transactions more difficult or impossible without the support of the Pre-IPO LLC Members, even if such events are in the best interests of minority stockholders. Furthermore, this concentration of voting power with the Pre-IPO LLC Members may have a negative impact on the price of our Class A Common Stock. In addition, the Pre-IPO LLC Members will have the ability to designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of our board of directors until the Substantial Ownership Requirement is no longer met. As a result, the Pre-IPO LLC Members may not be inclined to permit us to issue additional shares of Class A Common Stock, including for the facilitation of acquisitions, if it would dilute their holdings below the 33% threshold.

We cannot predict whether our dual-class structure, combined with the concentrated control of the Pre-IPO LLC Members (including those owning Class A Common Stock as a result of the Post-IPO Conversion or otherwise) will result in a lower or more volatile market price of our Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. Because of our dual-class structure, we will likely be

excluded from these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A Common Stock less attractive to other investors. As a result, the market price of our Class A Common Stock could be adversely affected.

The Pre-IPO LLC Members’ interests may not be fully aligned with yours, which could lead to actions that are not in your best interests. Because the Pre-IPO LLC Members hold a majority of their economic interests in our business through Trajector Holdings, LLC rather than through Trajector, Inc., they may have conflicting interests with holders of shares of our Class A Common Stock. For example, the Pre-IPO LLC Members may have a different tax position from us, which could influence their decisions regarding whether and when we should dispose of assets or incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter into in connection with this offering, and whether and when we should undergo certain changes of control for purposes of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to us. Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to Trajector Holdings, LLC’s federal income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from Trajector Holdings, LLC. If, as a result of any such audit adjustment, Trajector Holdings, LLC is required to make payments of taxes, penalties and interest, Trajector Holdings, LLC’s cash available for distributions to us may be substantially reduced. Under the LLC Agreement, the Partnership Representative (as such term is defined in the LLC Agreement) shall use commercially reasonable efforts to make an election under Section 6226 of the Code to “push out” out the payment obligation to the members of Trajector Holdings, LLC. See “Certain relationships and related party transactions—Tax Receivable Agreement.” In addition, the Pre-IPO LLC Members’ significant ownership in us and resulting ability to effectively control us may discourage someone from making a significant equity investment in our company, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our Class A Common Stock might otherwise receive a premium for your shares over the then-current market price.

For so long as the Majority Ownership Requirement is met, we have opted out of Section 203 of the General Corporation Law of the State of Delaware, or DGCL, which prohibits a publicly held Delaware corporation from engaging in a business Consolidation Transaction with an interested stockholder for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction which resulted in such stockholder becoming an interested stockholder. Therefore, after the 180-day lock-up period expires, the Pre-IPO LLC Members will be able to transfer control of us to a third party by transferring their shares of our common stock (subject to certain restrictions and limitations), which would not require the approval of our board of directors or our other stockholders.

Our certificate of incorporation and Stockholders Agreement will provide that, to the fullest extent permitted by law, the doctrine of “corporate opportunity” under Delaware law will only apply against our directors and officers and their respective affiliates for competing activities related to our core business activities consisting of Veterans disability and Social Security benefits industries. This doctrine will not apply to any business activity other than our core business activities. See “Certain relationships and related party transactions—Amended LLC Agreement.” Furthermore, the Pre-IPO LLC Members have business relationships outside of our business.

We will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for, and will rely on, exemptions from certain corporate governance requirements that provide protection to the stockholders of companies that are subject to such corporate governance requirements.

Upon completion of this offering, the Pre-IPO LLC Members collectively will continue to beneficially own more than 50% of the voting power for the election of members of our board of directors and will enter into the Voting Agreement. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq rules. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements.

As a controlled company, we will rely on certain exemptions from the Nasdaq standards that may enable us not to comply with certain Nasdaq corporate governance requirements. Accordingly, we have opted not to implement a stand-alone nominating and corporate governance committee and our compensation committee will not be fully independent. As a consequence of our reliance on certain exemptions from the Nasdaq standards provided to “controlled companies,” you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the Nasdaq. See “Management—Controlled company exception.”

Risks relating to ownership of our Class A Common Stock

There is no existing market for our Class A Common Stock, and we do not know if one will develop, which may cause our Class A Common Stock to trade at a discount from its initial public offering price and make it difficult to sell the shares you purchase.

Prior to this offering, there has not been a public market for our Class A Common Stock, and we cannot predict the extent to which investor interest in us will lead to the development of an active trading market on the Nasdaq, or otherwise, or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling your shares of Class A Common Stock at an attractive price, or at all. The initial public offering price for our Class A Common Stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our Class A Common Stock at prices equal to or greater than the price you paid in this offering.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our Class A Common Stock could decline.

Upon the consummation of this offering, we will have shares of Class A Common Stock outstanding (or shares if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full), including the Class A Common Stock issued to the Class A Conversion Holders (after the Post-IPO Conversion), but excluding shares of Class A Common Stock issuable upon potential future redemptions or exchanges of LLC Units. These shares will be freely tradable without further restriction or registration under the Securities Act of 1933, or the Securities Act. Upon completion of this offering, the shares of Class A Common Stock issued to the Class A Conversion Holders and those issuable upon potential redemption or exchange of LLC Units will be deemed “restricted securities” as that term is defined under Rule 144 of the Securities Act. Following the consummation of this offering, the holders of these remaining shares of our Class A Common Stock will be entitled to

dispose of their shares following the expiration of an initial 180-day underwriter “lock-up” period pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144, or (ii) another exemption from registration under the Securities Act. See “Shares eligible for future sale.” If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could decline substantially.

We may issue a substantial amount of our common stock in the future, which could cause dilution to investors and otherwise adversely affect our stock price.

As a part of our growth strategy, we may seek acquisitions. As part of our acquisition strategy, we may issue shares of our common stock, as well as LLC Units of Trajector Holdings, LLC, as consideration for such acquisitions. These issuances could be significant. To the extent that we make acquisitions and issue our shares of common stock as consideration, your equity interest in us will be diluted. Any such issuance will also increase the number of outstanding shares of common stock that will be eligible for sale in the future. Persons receiving shares of our common stock in connection with these acquisitions may be more likely to sell off their common stock, which may influence the price of our common stock. In addition, the potential issuance of additional shares in connection with anticipated acquisitions could lessen demand for our common stock and result in a lower price than might otherwise be obtained. We may issue common stock in the future for other purposes as well, including in connection with financings, for compensation purposes, in connection with strategic transactions or for other purposes.

We also may cause Trajector Holdings, LLC to issue additional LLC Units in the future that, together with the issuance of additional shares of Class B Common Stock paired with such LLC Units, could cause dilution to investors and could adversely affect our stock price.

As the Manager of Trajector Holdings, LLC, we may cause Trajector Holdings, LLC to issue additional LLC Units to parties other than us for any number of reasons, including, without limitation, to raise additional capital, as consideration for an acquisition or similar transaction, for strategic partnerships or compensation. Any additional LLC Units would be entitled to distributions and other economic benefits. In the event that Trajector Holdings, LLC issues any such additional LLC Units, we will issue an equal number of shares of our Class B Common Stock to the person receiving such LLC Units, thereby diluting your voting power. Furthermore, under the Amended LLC Agreement, the holders of LLC Units (other than us) will have the right, from and after the completion of this offering (subject to the terms of the Amended LLC Agreement), to require Trajector Holdings, LLC to redeem all or a portion of their LLC Units for, at our election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A Common Stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). To the extent that we issue shares of Class A Common Stock pursuant to such redemptions and additional issuances of LLC Units will increase the number of shares of Class A Common Stock that will be eligible for sale in the future upon redemption of such LLC Units.

Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our Class A Common Stock.

Our certificate of incorporation and bylaws provide for, among other things:

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division of our board of directors into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms;

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until the Substantial Ownership Requirement is no longer met, the Pre-IPO LLC Members may designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of our board of directors;

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if, at any time, the Majority Ownership Requirement is no longer met, there will be:

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a requirement that the removal of directors may only be for cause and by the affirmative vote of holders of 75% of the total voting power of our outstanding shares of common stock, voting together as a single class;

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restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting or to act by written consent;

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a supermajority approval requirement for amending or repealing provisions in the certificate of incorporation and bylaws; and

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a prohibition on business combinations with interested stockholders under Section 203 of the DGCL.

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advance notice requirements for stockholder proposals and nominations;

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the absence of cumulative voting in the election of directors; and

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our ability to issue additional shares of Class A Common Stock and to issue preferred stock with terms that our board of directors may determine, in each case without stockholder approval (other than as specified in our certificate of incorporation).

These provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our Class A Common Stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to our board of directors and take other corporate actions.

Exclusive forum provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware. If the Court of Chancery does not have subject matter jurisdiction thereof, such actions, suits or proceedings shall be brought in the federal district court of the District of Delaware or other state courts of the State of Delaware. This provision would not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation will further provide that the federal district

courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may result in significant additional costs associated with bringing and resolving such action against us in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could seriously harm our business.

We have identified material weaknesses in our internal control over financial reporting, and material weaknesses were identified in the internal control over financial reporting in the Myler financial statements included elsewhere in this prospectus. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

In connection with our audit of the fiscal years ended December 31, 2020 and 2019 combined and consolidated financial statements, we and our registered public accounting firm identified the following material weaknesses:

The Company did not maintain an effective control environment, risk assessment, information and communication, and monitoring processes, specifically the Company did not have:

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sufficient finance and accounting resources within the organization with adequate knowledge of US GAAP and of the Company’s processes and controls to assist with the development, execution, and monitoring of controls over financial reporting;

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an adequate risk assessment process to identify and analyze changes in the business and personnel and implement process level controls and monitoring activities that are responsive to those changes and aligned with the Company’s financial reporting objectives;

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timely communication by senior management to those responsible for financial reporting regarding key terms of non-routine transactions and contracts; and

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Sufficiently documented formal policies and procedures.

The Company did not design and maintain effective process-level controls over:

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management review controls over non-routine transactions, such as in the evaluation and preparation of income tax provisions and reviewing the key assumptions and underlying data elements used in the Myler Acquisitions; and

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the review of journal entries.

In addition, in connection with the audit of the financial statements of Myler Disability, LLC and Combined Entities by Eide Bailly, LLP for the fiscal years ended December 31, 2020 and December 31, 2019 contained in the Myler Disability, LLC and Combined Entities financial statements included elsewhere in this prospectus, certain material weaknesses were identified relating to:

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a lack of documented reconciliations and reviews of various accounting records and an absence of segregation of duties which can substantially increase the likelihood of material misstatements,

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a limited number of accounting personnel which prevents a proper segregation of duties with respect to the execution and recording of transactions which increases the risk of fraud related to misappropriation of assets, combined financial statement misstatement, or both,

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inadequate or improper maintenance of accounting records on an accrual basis resulting in interim financial information of the Myler Entities to be materially incorrect and potentially affecting management decisions made during the course of the year, and

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a deficiency in the internal controls and procedures of the Myler Companies related to the preparation of the combined financial statements, journal entries and related footnotes which can result in such combined financial statement information not being available to management on a timely basis.

Although the financial results of the Myler Companies will be included in our audited financial statements in future periods as part of our Disability Services segment, our internal controls will need to address these material weaknesses as well.

We are currently evaluating a number of steps to enhance our internal control over financial reporting and address these material weaknesses, including: hiring of additional financial reporting personnel with technical accounting and financial reporting experience, adopting policies to ensure proper internal communications and review in connection with non-routine transactions, enhancing our internal review procedures during the financial statement closing process, and designing and implementing journal entry procedures and controls.

We cannot assure you that the measures we have taken to date, or any actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting (or those applicable to the financial statements of Myler Disability, LLC and Combined Entities) or that they will prevent or avoid potential future material weaknesses. In addition, neither our management nor an independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. As a public company, we will be required in future years to document and assess the effectiveness of our system of internal control over financial reporting to satisfy the requirements of the Sarbanes-Oxley Act.

If we fail to effectively remediate these material weaknesses in our internal control over financial reporting, if we identify future material weaknesses in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a

timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements and delayed implementation of revised accounting standards applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments for so long as we remain an emerging growth company. We also intend to take advantage of an exemption that will permit us to comply with new or revised accounting standards within the same time periods as private companies, including, among other things, compliance with FASB guidance issued under ASU 2016-02 relating to accounting for leases under ASC 842. This ASU issues guidance that supersedes existing guidance on accounting for leases and is intended to increase transparency and comparability of accounting for lease transactions. ASC 842 requires most leases to be recognized on the balance sheet by recording a right-of-use (ROU) asset and a lease liability. The liability is equal to the present value of lease payments while the asset is based on the liability, subject to adjustment for initial direct costs. The Company will not be complying with this ASC until the earlier of the date it is no longer permitted to report as an emerging growth company or the date on which privately-held companies must comply with this standard. The Company is currently evaluating the potential impact of the adoption of this accounting standard on its consolidated financial statements and it is possible that adoption of this standard may material adverse impact on its financial statements. We cannot predict if investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Our ability to pay dividends to our stockholders may be limited by our holding company structure, contractual restrictions and regulatory requirements.

After this offering, we will be a holding company and will have no material assets other than our ownership of LLC Units in Trajector Holdings, LLC and we will not have any independent means of generating commissions and fees. We intend to cause Trajector Holdings, LLC to make pro rata distributions to the Pre-IPO LLC Members and us in an amount at least sufficient to allow us and the Pre-IPO LLC Members to pay all applicable taxes, to make payments under the Tax Receivable Agreement we will enter into with the Pre-IPO LLC Members and to pay our corporate and other overhead expenses. Trajector Holdings, LLC is a distinct legal entity and may be subject to legal or contractual restrictions that, under certain circumstances, may limit our ability to obtain cash from them. If Trajector Holdings, LLC is unable to make distributions, we may not receive adequate distributions, which could materially and adversely affect our dividends and financial position and our ability to fund any dividends.

Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our global growth plans and determine whether to declare periodic dividends to our stockholders. Our board of directors will take into account general economic and business conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, including restrictions and covenants contained in any of exiting loan or credit agreements, business prospects and other factors that our board of directors considers relevant. Accordingly, if Trajector Holdings, LLC is subject to any restrictive covenants in its credit agreements which restrict distributions, we may not be able to pay dividends even if our board of directors would otherwise deem it appropriate. See “Dividend policy,” “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources” and “Description of capital stock.”

New investors in our Class A Common Stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our Class A Common Stock will be substantially higher than the pro forma net tangible book value per share of the outstanding Class A Common Stock immediately after the offering. Based on our pro forma net tangible book value as of December 31, 2020, if you purchase our Class A Common Stock in this offering at the initial public offering price set forth on the cover page of this prospectus, you will suffer immediate dilution in net tangible book value per share of approximately $ per share. See “Dilution.”

We expect that our stock price will be volatile, which could cause the value of your investment to decline, and you may not be able to resell your shares at or above the initial public offering price.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our Class A Common Stock regardless of our results of operations. The trading price of our Class A Common Stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including, among other things:

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market conditions in the broader stock market in general, or in our industry in particular;

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actual or anticipated fluctuations in our quarterly financial and results of operations;

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investor perceptions of us and the industries in which we operate;

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regulatory or political developments;

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issuance of new or changed securities analysts’ reports or recommendations;

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departures or additions of key personnel;

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introduction of new products and services by us or our competitors;

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litigation and governmental investigations; and

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changing economic and political conditions.

These and other factors may cause the market price and demand for shares of our Class A Common Stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A Common Stock and may otherwise negatively affect the liquidity of our Class A Common Stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation

against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

General Risk Factors

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory “say on pay” voting requirements that will apply to us when we cease to be an emerging growth company. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. The increased costs will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A Common Stock, the price of our Class A Common Stock could decline.

The trading market for our Class A Common Stock will rely in part on the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or securities analysts. If no or few analysts commence coverage of us, the trading price of our Class A Common Stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our Class A Common Stock, the price of our Class A Common Stock could decline. If one or more of these analysts cease to cover our Class A Common Stock, we could lose visibility in the trading market for our Class A Common Stock, which in turn could cause our Class A Common Stock price to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the facts that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

A NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus contains certain “forward-looking statements” relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations, including those set forth under the captions “Prospectus summary,” “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” “Business” and in other sections of this prospectus. In some cases you can identify these statements by forward-looking words such as “believes,” “expects,” “anticipates,” “plans,” “estimates,” “approximately,” “intends,” “predicts,” “potential” or “continue,” “objective,” “goal,” “projects,” and other similar words and expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” “may,” and “might, ” and the negative of these terms and other comparable terminology. These statements relate to expectations concerning matters that are not historical fact. These statements are only predictions based on our current expectations, assumptions, plans, estimates, judgments and projections about future events. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business and industry, and such statements involve inherent risks and uncertainties. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk factors.” You should specifically consider the numerous risks outlined under “Risk factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements and all written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

ORGANIZATIONAL STRUCTURE

Structure prior to the Reorganization Transactions

We and our predecessors have been in the Veterans’ benefits business for approximately 7 years. Prior to the Myler Acquisitions, we operated our business through Vet Comp & Pen Medical Consulting, LLC, VA Claim Pros, LLC, and various commonly controlled entities which provided ancillary services and which we refer to as the VCP Group companies. The VCP Group companies were comprised of various related entities consisting of Wyoming, Florida and Puerto Rico limited liability companies operated under the common control of James S. Hill II and Gina G. Uribe.

On March 24, 2021, two Delaware limited liability companies were formed to facilitate combination of the VCP Group companies and the Acquisition Entities (referred to collectively, as the Trajector Group): (a) Trajector Holdings, LLC, and (b) Benefit Group Holdings, LLC (which we refer to as BGH). Trajector Holdings, LLC, BGH, and the Trajector Group, all of which were controlled by the founders’ entities, entered into a series of consolidation transactions to implement an internal reorganization whereby (a) BGH became a holding company for Trajector Group by acquiring either 100% ownership of, or a controlling membership interest in, of each of the Trajector Group companies, and (b) Trajector Holdings, LLC became the sole member of BGH. These transactions collectively are referred to as the “Combination Transactions.” As a result of the Combination Transactions, BGH is now the sole managing manager of and owns a controlling interest, directly or indirectly, in each of the Trajector Group companies and Trajector Holdings, LLC is the sole owner and managing member of BGH.

We currently conduct our business through BGH, as a wholly-owned subsidiary holding company of Trajector Holdings, LLC. Prior to the Reorganization Transactions, BGH owns either 100% or a controlling interest in each of the 24 direct and indirect subsidiaries that comprise the operations of our business, 12 of which were formed and exist under the laws of the States of Wyoming, Florida, or Utah, 11 of which were formed and exist under the laws of the Commonwealth of Puerto Rico, and one located in the Philippines. These subsidiaries include all of the Trajector Group entities. BGH also is the sole manager or managing member of each of the direct limited liability company subsidiaries.

Trajector Holdings, LLC is the sole owner and managing member of BGH and, as a result, is in indirect control of all of the entities that operate our business.

After consummation of the Reorganization Transactions described below but prior to the consummation of this offering:

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BGH will assign all of its ownership interests in the Trajector Group entities to Trajector Holdings, LLC and, as a result, Trajector Holdings, LLC will become the sole holding company and owner of the direct and indirect subsidiaries operating our business, and

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all of the outstanding equity interests of Trajector Holdings, LLC will be owned by the following entities and persons, to whom we refer collectively as the “Pre-IPO LLC Members:”

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Blackfin Capital, LLC

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White Blaze Medical Consulting, LLC

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Ginken Medical LLC

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Richard S. Blaser Revocable Trust

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Turner, Raymond & Associates, LLC

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Venture Strategy, LLC

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Brad Myler & Associates, Inc.

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TJE Enterprises, Inc.

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David Parkinson

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AKH Enterprises, Inc.

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DMS Holdings, Inc.

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Jacob Ellis Investment Holdings, LLC

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A Gordon Tunstall and Nancy Tunstall

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Michael Purcell

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SLT, LLC

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Chidtha, Inc.

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Epifanio Payams

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Kaizen LLC

Blackfin Capital, LLC, White Blaze Medical Consulting, LLC, Ginken Medical LLC, Turner, Raymond & Associates, LLC, Venture Strategy, LLC, and Richard S. Blaser Revocable Trust are collectively referred to herein as the founders’ entities. James S. Hill II controls Blackfin Capital, LLC and Turner, Raymond & Associates, LLC. Gina G. Uribe controls White Blaze Medical Consulting, LLC, Ginken Medical LLC, and Venture Strategy, LLC. Richard S. Blaser controls the Richard S. Blaser Revocable Trust. Chidtha, Inc. and Kaizen LLC are entities controlled by Phusit Tom Pongpat.

The Reorganization Transactions

In connection with this offering, we intend to enter into the following series of transactions to implement an internal reorganization, which we collectively refer to as the “Reorganization Transactions.”

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Trajector Holdings, LLC will acquire all of the equity interests of our subsidiaries through an assignment made by BGH to Trajector Holdings, LLC, and then BGH will be dissolved and cease to exist.

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Trajector, Inc.’s certificate of incorporation will be amended and restated to authorize the issuance of two classes of common stock, consisting of: Class A Common Stock and Class B Common Stock, which we refer to collectively as our “common stock.” Each share of Class A Common Stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders. See “Description of Capital Stock.”

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Through a series of internal transactions, Trajector Holdings, LLC will issue LLC Units to all holders of minority interests in any of the direct or indirect subsidiaries of Trajector

Holdings, LLC (referred to as Roll-Up Members) in exchange for all of the equity interests in such subsidiaries not held by Trajector Holdings, LLC prior to such exchange (which we refer to as the Roll-Up Transactions). The Roll-Up Members are comprised of SLT, LLC, Chidtha, Inc., and Kaizen LLC. Upon completion of these transactions, which will occur prior to this offering, the Roll-Up Members will become Pre-IPO LLC Members.

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The LLC Operating Agreement of Trajector Holdings, LLC will be amended and restated (and is referred to as the Amended LLC Agreement) prior to this offering to, among other things, reclassifying the interests currently held by the Pre-IPO LLC Members (which includes the Roll-up Members) into a single new class of non-voting common interest units that we refer to as “LLC Units” and the Pre-IPO LLC Members shall convert their pre-reorganization interests into the non-voting LLC Units.

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In connection with the Reorganization Transactions, immediately prior to the consummation of this offering each of the Pre-IPO LLC Members (including the Roll-Up Members) will be issued shares of our Class B Common Stock in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member in exchange for their approval of the reclassification and the conversion transactions, and their agreement to appoint Trajector, Inc. as the sole manager of Trajector Holdings, LLC (based on Trajector, Inc. having voting control of Trajector Holdings, LLC concomitant with the Exchange of Voting Rights described below) which, when combined with the exchange of voting interests for the non-voting LLC Units, will give Trajector, Inc. full control over the management and affairs of the Trajector Holdings, LLC and its direct and indirect subsidiaries (referred to as the Exchange of Voting Rights). Each share of Class B Common Stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders. See “Description of Capital Stock.”

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Immediately following this offering and as part of the Reorganization Transactions, the Pre-IPO LLC Members participating in the Post-IPO Conversion (referred to herein as the Class A Conversion Holders) will exchange all or a portion of their LLC Units not sold to Trajector, Inc. hereby as follows: (a) the Hill Entities and David Parkinson will exchange LLC Units and LLC Units, respectively (representing all of the LLC Units held by them) into and shares of Class A Common Stock, respectively, (b) the Uribe Entities will exchange LLC Units held by them into shares of Class A Common Stock, and (c) the Blaser Entity will exchange LLC Units held by it into shares of Class A Common Stock. Pursuant to the Post-IPO Conversion, the LLC Units of the Class A Conversion Holders will be exchanged into shares of Class A Common Stock on a one-for-one basis and shares of Class B Common Stock held by the Class A Conversion Holders will be cancelled on a one-for-one basis for each LLC Unit so exchanged.

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As the sole managing member of Trajector Holdings, LLC, Trajector, Inc. will have sole authority to determine the amount and timing of distributions from Trajector Holdings, LLC and to offer LLC Units to future partners. Because we will manage and operate the business and control the strategic decisions and day-to-day operations of Trajector Holdings, LLC and also will have a substantial financial interest in Trajector Holdings, LLC, we will consolidate the financial results of Trajector Holdings, LLC, and a portion of our net income will be allocated to the non-controlling interest to reflect the entitlement of the Pre-IPO LLC Members to a portion of Trajector Holdings, LLC’s net income. In addition, because Trajector Holdings, LLC will be under the common control of James S. Hill II and Gina G. Uribe before and after the Reorganization Transactions (pursuant to, among other things, the ownership of Class A Common Stock and Class B Common Stock and the Stockholders Agreement), we will account for the Reorganization

Transactions as a reorganization of entities under common control and will initially measure the interests of the Pre-IPO LLC Members in the assets and liabilities of Trajector Holdings, LLC at their carrying amounts as of the date of the completion of these Reorganization Transactions;

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Under the Amended LLC Agreement, holders of LLC Units, the Pre-IPO LLC Members will have the right, from and after the completion of this offering, to require Trajector Holdings, LLC to redeem all or a portion of their LLC Units for, at our election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of our Class A Common Stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the Amended LLC Agreement. Additionally, in the event of a redemption request by a holder of LLC Units, we may, at our option, effect a direct exchange of cash or Class A Common Stock for LLC Units in lieu of such a redemption. Shares of Class B Common Stock will be cancelled on a one-for-one basis if we, following a redemption request of a holder of LLC Units, redeem or exchange LLC Units of such holder of LLC Units pursuant to the terms of the Amended LLC Agreement. See “Certain relationships and related party transactions—Amended LLC Agreement.” Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, the holders of LLC Units are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B Common Stock;

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Trajector Holdings, LLC, Trajector Inc. and the Pre-IPO LLC Members (including the Class A Conversion Holders) will enter into the Stockholders Agreement, which will provide that, for so long as the Substantial Ownership Requirement is met, approval by the Pre-IPO LLC Members (including the Class A Conversion Holders) will be required for certain corporate actions. These actions include: (i) a change of control; (ii) acquisitions or dispositions of assets in an amount exceeding 5% of our total assets; (iii) the issuance of securities of Trajector, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our board of directors) in an amount exceeding $10 million; (iv) amendments to our certificate of incorporation or bylaws or to the certificate of formation or operating agreement of Trajector Holdings, LLC; (v) the incurrence, guarantee, assumption or refinancing of indebtedness, or grant of a security interest, in excess of 10% of total assets; (vi) any capital or other expenditure in excess of 5% of total assets; and (vii) any change in the size of the board of directors. The Stockholders Agreement also will provide that, until the Substantial Ownership Requirement is no longer met, the approval of the Pre-IPO LLC Members (including the Class A Conversion Holders) will be required for the hiring and termination of any of our Chief Executive Officers, Chief Financial Officer, Chef Medical Director, Chief Operating Officer, or any other change to senior management or key employees (including terms of compensation). Furthermore, the Stockholders Agreement will provide that, until the Substantial Ownership Requirement is no longer met, the Pre-IPO LLC Members (including the Class A Conversion Holders) may designate the majority of the nominees for election to our board of directors, including the nominee for election to serve as the Chairman of the board of directors;

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we will issue newly issued shares of Class A Common Stock to the public pursuant to this offering;

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we will use all of the net proceeds received by us from this offering (including net proceeds received if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full) to acquire newly-issued LLC Units from Trajector Holdings, LLC, and to purchase LLC Units from the Pre-IPO LLC Members

(including the Class A Conversion Holders) at a purchase price per LLC Unit equal to the initial public offering price of Class A Common Stock;

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we will enter into a Tax Receivable Agreement that will obligate us to make payments to the Pre-IPO LLC Members and any future party to the Tax Receivable Agreement generally equal to 85% of the applicable cash savings that we actually realize as a result of certain tax basis adjustments resulting from the purchase of LLC Units from founders’ entities in this offering, future taxable redemptions or exchanges of LLC Units by the holders of LLC Units and from payments made under the Tax Receivable Agreement. We will retain the benefit of the remaining 15% of these tax savings; and

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we will cause Trajector Holdings, LLC to use the proceeds from the sale of LLC Units to Trajector, Inc. as follows: (i) to pay fees and expenses of approximately $ million in connection with this offering and the Reorganization Transactions; (ii) to repay $95.0 million of the outstanding borrowings under the Credit Agreement, which is all of the outstanding borrowings under the Credit Agreement, (iii) to repay $ million of outstanding debt under loans taken out by the VCP Group companies pursuant to the Paycheck Protection Program (“PPP”), and (iv) the remainder for general corporate purposes, such as for working capital and for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. See “Use of proceeds.”

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Upon the closing of this offering, the founders will enter into the Voting Agreement pursuant to which, in connection with any action taken under the Stockholders Agreement or any other matter to be considered at meeting of our stockholders or taken by written consent of our stockholders, the founders will agree to cause the founders entities (those Pre-IPO LLC Members in which the founders hold their respective equity interests in Trajector Holdings, LLC and Trajector, Inc.) to vote or exercise their right to consent in the manner directed by a majority of the founders (regardless of the number of shares or voting power held by each founder).

Effect of the Reorganization Transactions and this offering

The Reorganization Transactions are intended to create a holding company that will facilitate public ownership of, and investment in, the Company and are structured in a tax-efficient manner for the Pre-IPO LLC Members. The Pre-IPO LLC Members desire that their investment in the Company maintain its existing tax treatment as a partnership for U.S. federal income tax purposes and, therefore, will continue to hold their ownership interests in Trajector Holdings, LLC until such time in the future as they may elect to cause us to redeem or exchange their LLC Units for a corresponding number of shares of our Class A Common Stock.

We estimate that the offering expenses (other than the underwriting discounts and commissions) will be approximately $ million. See “Use of proceeds.”

The diagrams below depict our organizational structure immediately following the Reorganization Transactions, this offering, and the application of the net proceeds from this offering, assuming an initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and no exercise of the underwriters’ option to purchase additional shares of Class A Common Stock. These charts are provided for illustrative purposes only and do not purport to represent all legal entities within our organizational structure.

LOGO

The above companies include our VCP Group Companies that provide Veterans Services to our Veteran-focused segment and the Acquisition Entities that provide Disability Services to our SSDI- and SSI-focused segment. The VCP Group Companies include Vet Comp & Pen Medical Consulting, LLC and VA Claim Pros, LLC (which are the operating companies in the U.S. and Puerto Rico, respectively, which provide medical based evidence for submission by their clients to the VA). The other VCP Group Companies, which provide ancillary services to the VCP Group, include the U.S. companies comprised of Perfect Path, LLC (which performs management and other support services) and Strategic Capital Partners, LLC (which is a real estate holding company). In addition, the VCP Group Companies also include all of the Puerto Rico and Philippines-based companies (other than Benefits Media, LLC) that were established to capitalize on the significant talent pool, labor savings, and government incentives available in those jurisdictions, the most significant of which are Team & Tech, LLC (which provides back office support), GLOBALTEK BPO, LLC and GLOBALTEK BPO, Inc. (each which provides business processing operations), and Infinite IP, LLC (which holds the intellectual property of certain umbrella entity software, outsourced assets, and development processes). Infinite IP is collectively owned by each of the other VCP Group Companies that use its intellectual property. Trajector Legal, LLC provides legal support services.

The Acquisition Entities that were formed at the time of the Myler Acquisitions to house the acquired assets include Trajector Disability, LLC (which is the operating company that assists clients with their SSDI and SSI claims), Trajector Insurance, Inc. (which offers Medicare Advantage insurance products to our clients), Benefits IP LLC (which holds software and intellectual property acquired in the Myler Acquisitions), and Benefits Media, LLC (which provides lead generation service to support Trajector Holdings, LLC).

Upon completion of the transactions described above, the Post-IPO Conversion, this offering and the application of the net proceeds from this offering:

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Trajector, Inc. will be the sole managing member and sole voting member of Trajector Holdings, LLC and effectively control substantially all of the management and operations of Trajector Holdings, LLC, and will hold LLC Units, constituting % of the outstanding economic interests in Trajector Holdings, LLC (or LLC Units, constituting % of the outstanding economic interests in Trajector Holdings, LLC if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full);

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the Pre-IPO LLC Members will hold (i) LLC Units, representing approximately % of the economic interest in Trajector Holdings, LLC (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full) and (ii) through their ownership of Class A Common Stock and Class B Common Stock, approximately % of the combined voting power of our Common Stock (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full). There are no limitations in the Amended LLC Agreement on the number of LLC Units issuable in the future and we are not required to own a majority of LLC Units; and

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Investors in this offering will collectively beneficially own (i) shares of our Class A Common Stock, representing approximately % of the combined voting power in us (or shares and %, respectively, if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full) and (ii) through our ownership of LLC Units, indirectly will hold approximately % of the economic interest in Trajector Holdings, LLC (or % if the underwriters exercise their option to purchase additional shares of Class A Common Stock in full).

Holding company structure and the Tax Receivable Agreement

We are a holding company, and immediately after the consummation of the Reorganization Transactions and this offering, our only asset (other than a nominal amount of cash) will be our ownership interests in Trajector Holdings, LLC. The number of LLC Units that we will own directly in the aggregate at any time will equal the aggregate number of outstanding shares of our Class A Common Stock. The economic interest represented by each LLC Unit that we own will correspond to one share of our Class A Common Stock, and the total number of LLC Units owned directly by us and the holders of our Class B Common Stock at any given time will equal the sum of the outstanding shares of all classes of our common stock.

We do not intend to list our Class B Common Stock on any stock exchange.

Acquisitions by Trajector, Inc. of LLC Units from the Pre-IPO LLC Members in connection with this offering and future taxable redemptions or exchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock are expected to produce tax basis adjustments to the assets of Trajector Holdings, LLC that will be allocated to us and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions.

We intend to enter into the Tax Receivable Agreement with the Pre-IPO LLC Members (including the Class A Conversion Holders) that will provide for the payment by us to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in Trajector Holdings, LLC’s assets resulting from (a) acquisitions by Trajector, Inc. of LLC Units from the Pre-IPO LLC Members in connection with this offering, (b) the acquisition of LLC Units from the Pre-IPO LLC Members using the net proceeds from any future offering, (c) future taxable redemptions or exchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A Common Stock or cash or (d) payments under the Tax Receivable Agreement and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. Although we are not aware of any issue that would cause the IRS to challenge the tax basis increases or other benefits arising under the Tax Receivable Agreement, the Pre-IPO LLC Members will not reimburse us for any payments previously made if such basis increases or other benefits are subsequently disallowed, except that excess payments made to the Pre-IPO LLC Members will be netted against future payments otherwise to be made under the Tax Receivable Agreement, if any, after our determination of such excess. As a result, in such circumstances we could make future payments to the Pre-IPO LLC Members under the Tax Receivable Agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity. See “Risk factors—We will be required to pay the Pre-IPO LLC Members for certain tax benefits we may claim, and the amounts we may pay could be significant.”

Our obligations under the Tax Receivable Agreement will also apply with respect to any person who is issued LLC Units in the future and who becomes a party to the Tax Receivable Agreement.

USE OF PROCEEDS

We estimate the net proceeds from the sale of our Class A Common Stock in this offering will be approximately $ million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses, based on an assumed initial offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and assuming the underwriters’ option to purchase additional shares of Class A Common Stock is not exercised. If the underwriters exercise their option to purchase additional shares of Class A Common Stock in full, we expect to receive approximately $ million of net proceeds based on an assumed initial offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

We estimate that the offering expenses (other than the underwriting discount and commissions) will be approximately $ million. See “Underwriting.”

We will use all of the net proceeds from this offering (including net proceeds received if the underwriters exercise their option to purchase additional shares of Class A Common Stock) to acquire newly-issued LLC Units from Trajector Holdings, LLC and LLC Units from the Pre-IPO LLC Members at a purchase price per LLC Unit equal to the initial public offering price of Class A Common Stock.

Trajector Holdings, LLC will use the proceeds from the sale of LLC Units to Trajector, Inc. as follows:

•

to pay fees and expenses of approximately $ million in connection with this offering and the Reorganization Transactions;

•

to repay all of the outstanding borrowings under the Credit Agreement, the principal of which is $95.0 million;

•

to repay $ million of outstanding debt under loans taken out by the VCP Group companies pursuant to the PPP; and

•

the remainder for general corporate purposes, such as for working capital and for potential strategic acquisitions of, or investments in, other businesses or technologies that we believe will complement our current business and expansion strategies. As of the date of this prospectus, we do not have any definitive agreements or other arrangements to make any strategic acquisitions or investments.

Trajector Holdings, LLC will not receive any proceeds from the purchase of LLC Units from the Pre-IPO LLC Members by us.

If the underwriters exercise their option to purchase additional shares of Class A Common Stock in full, we estimate that our additional net proceeds will be approximately $ million. We will use the additional net proceeds we receive pursuant to any exercise of the underwriters’ option to purchase additional shares of Class A Common Stock to purchase additional newly issued LLC Units from Trajector Holdings, LLC, and to acquire additional LLC Units and Class A Common Stock from the Pre-IPO LLC Member in a manner which will maintain the one-to-one ratio between the number of shares of Class B Common Stock issued by us and the number of LLC Units owned by us. We intend to cause Trajector Holdings, LLC to use such additional proceeds it receives for general corporate purposes.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the amount of proceeds available to us from this offering by

approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

The interest rate on borrowings under the Credit Agreement is at the base interest rate (which cannot be less than 0.00%) and is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate (which cannot be less than 0.00% plus 0.50%, and (c) the Eurodollar Rate (which cannot be less than 0.00% for the initial term loans) plus 1.00%; plus, in each case, a margin for term loans that can range from 2.00% to 2.50% depending on the Company’s ratio of consolidated total indebtedness (as adjusted) to earnings before interest, taxes, depreciation and amortization (as adjusted), all as defined and set forth in the Credit Agreement. The applicable margin for Eurodollar Rate loans under the Credit Agreement ranges from 3.00% to 3.50%, depending on the same total net leverage ratio. The initial term loan borrowings were converted to a Eurodollar Rate shortly after the initial closing and bear interest at the Eurodollar Rate plus 3.50%. The Credit Agreement includes provisions for the selection of an alternative SOFR-based interest rate in the event the Eurodollar Rate is determined to be unavailable. The Credit Facility matures on April 14, 2026, subject to certain events that may cause the maturity date to occur earlier. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Senior Credit Facility.”

To the extent not forgiven, the PPP loan bears interest at an annual rate of 1% and is payable over a 2 year period, with a deferral of payments for the first 16 months. The PPP loans mature in April 27, 2022. We do not intend to pursue forgiveness and will repay these loans from the proceeds of this offering. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Paycheck Protection Program Loan.”

DIVIDEND POLICY

Following this offering and subject to funds being legally available, we intend to cause Trajector Holdings, LLC to make pro rata distributions to the holders of LLC Units and us in an amount at least sufficient to allow us and the holders of LLC Units to pay all applicable taxes, to make payments under the Tax Receivable Agreement we will enter into with the Pre-IPO LLC Members and to pay our corporate and other overhead expenses. The declaration and payment of any dividends by Trajector, Inc. will be at the sole discretion of our board of directors, which may change our dividend policy at any time. Our board of directors will take into account:

•

our financial condition and results of operations;

•

our available cash and current and anticipated cash needs;

•

our capital requirements;

•

contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Trajector Holdings, LLC) to us;

•

general economic and business conditions; and

•

such other factors as our board of directors may deem relevant.

Trajector, Inc. will be a holding company and will have no material assets other than its ownership of LLC Units in Trajector Holdings, LLC. Trajector, Inc. is a legal entity separate from Trajector Holdings, LLC and as a consequence, our ability to declare and pay dividends to the holders of our Class A Common Stock will be subject to the ability of Trajector Holdings, LLC to provide distributions to us. If Trajector Holdings, LLC, makes such distributions, the holders of LLC Units will be entitled to receive equivalent distributions from Trajector Holdings, LLC. However, because we must pay taxes, make payments under the Tax Receivable Agreement and pay our expenses, amounts ultimately distributed as dividends to holders of our Class A Common Stock are expected to be less than the amounts distributed by Trajector Holdings, LLC, to the Pre-IPO LLC Members on a per share basis. See “Certain relationships and related party transactions—Tax Receivable Agreement.

Assuming that Trajector Holdings, LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A Common Stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any such portion, an “excess distribution”) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A Common Stockholders, our Class A Common Stockholders may not necessarily receive dividend distributions relating to excess distributions, even if Trajector Holdings, LLC makes such distributions to us.

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2021:

•

on a historical basis; and

•

on a pro forma basis giving effect to the transactions described under “Unaudited Pro Forma Combined and Consolidated Financial Information”, including the sale by us of shares of Class A Common Stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the proceeds from this offering as described in “Use of Proceeds”.

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Combined and Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and the historical financial statements and related notes thereto included elsewhere in this prospectus.


	June 30, 2021
	Trajector Holdings LLC Actual(1)		Unaudited Trajector, Inc. Pro Forma(2)
	(Amounts in thousands, except par value amounts)
Cash and cash equivalents	$	9,774

Long-term debt (including the current portion thereof)		95,149
TRA liability		—
Class A Common Stock, par value $0.01 per share, shares authorized and shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis		—
Class B Common Stock, no par value per share, shares authorized and shares issued and outstanding, actual; and shares authorized and shares issued and outstanding on a pro forma basis		—
Members’ equity		16,061
Additional paid-in capital		—

Total equity		16,061

Total capitalization	$	111,210

(1)	See “Unaudited Pro Forma Combined and Consolidated Financial Information” for a description of the Combination Transactions.

(2)

To the extent we change the number of shares of Class A Common Stock sold by us in this offering from the shares we expect to sell or we change the initial public offering price from the $ per share assumed initial public offering price, representing the midpoint of the price range set forth on the cover page of this prospectus, or any combination of these events occurs, the net proceeds to us from this offering and each of pro forma total stockholders’ equity and total capitalization may increase or decrease. A $1.00 increase (decrease) in the assumed initial public offering price per share, assuming no change in the number of shares to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of pro forma total stockholders’ equity and total capitalization by approximately $ million. An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold in the offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our net proceeds from this offering and our pro forma total stockholders’ equity and total capitalization by approximately $ million. If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock, the pro forma amount of each of cash, additional paid-in capital, total stockholders’ equity, total equity and total capitalization would increase by approximately $ million, after deducting underwriting discounts and commissions, and we would have shares of our Class A Common Stock issued and outstanding.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma combined and consolidated balance sheet as of June 30, 2021 and the unaudited pro forma combined and consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 present our combined and consolidated financial position and results of operations after giving effect to the following transactions (collectively, the “Transactions”):

•

the Myler Acquisitions, as described and defined in Note 1 of the Unaudited Pro Forma Financial Information.

•

the Financing Transaction, as described and defined below in Note 1 to the Unaudited Pro Forma Financial Information;

•

the Reorganization Transactions, as described and defined under “Organizational Structure”; and

•

the sale by us of shares of Class A Common Stock pursuant to this offering and the application of the net proceeds from this offering as described in “Use of Proceeds,” based on an assumed initial public offering price of $ per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering (the “Offering Transactions”).

The following unaudited pro forma combined and consolidated financial information is derived from the historical unaudited combined and consolidated financial statements of the Company. The unaudited pro forma combined and consolidated statements of operations for the six months ended June 30, 2021 and year ended December 31, 2020 give pro forma effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma combined and consolidated balance sheet as of June 30, 2021, gives effect to the Transactions as if they had occurred on January 1, 2020.

The unaudited pro forma combined and consolidated financial information was prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma combined and consolidated financial information. The unaudited pro forma combined and consolidated financial information has been adjusted to include Transaction adjustments, which reflect the application of the accounting required by generally accepted accounting principles in the United States (“GAAP”) and rules of the SEC, and linking the effects of the Transactions listed above to our historical consolidated financial statements (“Transaction Accounting Adjustments”).

For purposes of the unaudited pro forma combined and consolidated financial information, we have assumed that shares of Class A common stock will be issued by us at a price per share equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and as a result, immediately following the completion of this offering, the ownership percentage represented by LLC Units not held by us will be %, and net income attributable to LLC Units not held by us will accordingly represent % of our net income. If the underwriters’ option to purchase additional shares of Class A Common Stock is exercised in full, the ownership percentage represented by LLC Units not held by us will be % and net income attributable to LLC Units not held by us will accordingly represent % of our net income.

The unaudited pro forma combined and consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above,

nor is it indicative of the future consolidated results of operations or financial position of the Company. Further, Transaction Accounting Adjustments represent management’s best estimates based on information available as of the date of this prospectus and are subject to change as additional information becomes available.

The unaudited pro forma combined and consolidated financial information should be read together with “Organizational Structure,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions” and the historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Trajector, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED AND CONSOLIDATED BALANCE SHEET

As of June 30, 2021

(in thousands, except par value amounts)

Trajector
Holdings
LLC

Reorganization
Transactions
Adjustments

As Adjusted
Before
Offering
Transactions
Adjustments

Offering
Transactions
Adjustments

Trajector, Inc.
Pro Forma

ASSETS

Current assets:

Cash and cash equivalents

9,774

(d)

Accounts receivable—net

24,900

Receivables due from members

Prepaid and other current assets

1,721

(a)

Total current assets

36,447

Property and equipment—net

6,130

Goodwill

35,689

Deferred tax asset—net

197

(c)

Software technology

21,660

Customer relationships

14,325

Other intangible assets—net

6,870

Total assets

121,318

LIABILITIES

Current liabilities:

Accounts payable

3,077

Accrued expenses

5,831

Current portion of long-term obligations

7,762

(d)

Total current liabilities

16,670

Long-term obligations—less current portion

87,387

(d)

Long-term obligations due to members

393

(c)

Total liabilities

104,450

SHAREHOLDERS’ EQUITY

Member’s equity

16,061

(b)

Class A Common Stock, $0.01 par value per share

—

(b)

(d)

Class B Common Stock, $0.0001 par value per share

—

(b)

Noncontrolling interest

807

(b)

(d)

Additional paid-in capital

—

(b)(c)

(a)(d)

Retained earnings

—

Total shareholders’ equity

16,868

Total liabilities and shareholders’ equity

121,318

See accompanying “Notes to the Unaudited Pro Forma Combined and Consolidated Financial Information”

Trajector, Inc.

UNAUDITED PRO FORMA COMBINED AND CONSOLIDATED STATEMENT OF INCOME

For the Six Months ended June 30, 2021

(in thousands, except share and per share data)


	Trajector Holdings LLC			Myler Acquisition Transaction Accounting Adjustments					As Adjusted Before Financing, Reorganization and Offering Transaction Adjustments			Financing Transaction Accounting Adjustments					As Adjusted Before Reorganization and Offering Transaction Adjustments			Reorganization Transactions Adjustments			As Adjusted Before Offering Transactions Adjustments	Offering Transactions Adjustments			Trajector, Inc. Pro Forma
Revenues	$	69,060		$	—				$	69,060		$	—				$	69,060
Costs of services		7,290			—					7,290			—					7,290

Gross profit		61,770			—					61,770			—					61,770
Operating expenses:
Marketing and advertising		14,817			—					14,817			—					14,817
General and administrative		29,022			(2,113	)	(e	)		26,909								26,909
Technology development		3,159			—					3,159			—					3,159
Depreciation and amortization		6,721			—					6,721			—					6,721

Total operating expenses		53,719			(2,113	)				51,606			—					51,606

Income from operations		8,051			2,113					10,164			—					10,164
Other income (expense):
Interest expense		(5,085	)		3,202		(g	)		(1,883	)		(214	)	(i	)		(2,097	)						(l	)
Other income		49			—					49			—					49

Total other expense, net		(5,036	)		3,202					(1,834	)		(214	)				(2,048	)

Income before income taxes		3,015			5,315					8,330			(214	)				8,116
Income tax expense		580			—					580			—					580			(j	)

Net income	$	2,435		$	5,315				$	7,750		$	(214	)			$	7,536

Less: Net income attributable to noncontrolling interest		(308	)		—					(308	)		—					(308	)		(k	)			(l	)

Net income attributable to Trajector Inc.	$	2,127		$	5,315				$	7,442		$	(214	)			$	7,228

Pro Forma Earnings Per Share:
Basic and diluted	$	129.93																										(m	)
Pro Forma Number of Shares Used in Computing Earnings Per Share:
Basic and diluted		16,370																										(m	)

See accompanying “Notes to the Unaudited Pro Forma Combined and Consolidated Financial Information”

Trajector, Inc.

UNAUDITED PRO FORMA COMBINED AND CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2020

(in thousands, except share and per share data)


	Trajector Holdings LLC (historical)			Myler Disability, LLC (historical)			Myler Acquisition Transaction Accounting Adjustments				As Adjusted Before Financing, Reorganization and Offering Transaction Adjustments			Financing Transaction Accounting Adjustments				As Adjusted Before Reorganization and Offering Transactions Adjustments			Reorganization Transactions Adjustments		As Adjusted Before Offering Transactions Adjustments	Offering Transactions Adjustments		Trajector, Inc. Pro Forma
Revenues	$	58,268		$	48,476		$	—			$	106,744		$	—			$	106,744
Cost of services		5,762			6,182			—				11,944			—				11,944

Gross profit		52,506			42,294			—				94,800			—				94,800
Operating expenses:
Marketing and advertising		12,685			—			—				12,685			—				12,685
General and administrative		15,258			44,127			2,113		(e)		61,498							61,498
Technology development		5,289			—			—				5,289			—				5,289
Depreciation and amortization		566			30			12,622		(f)		13,218			—				13,218

Total operating expenses		33,798			44,157			14,735				92,690			—				92,690

Income (loss) from operations		18,708			(1,863	)		(14,735	)			2,110			—				2,110
Other income (expense):
Interest expense		(202	)		—			(6,713	)	(g)		(6,915	)		(674	)	(i)		(7,589	)					(l)
Interest income		1			—			—				1			—				1
Other income		47			(24	)		(25	)	(h)		(2	)		—				(2	)

Total other (expense) income, net		(154	)		(24	)		(6,738	)			(6,916	)		(674	)			(7,589	)

Income (loss) before income taxes		18,554			(1,887	)		(21,473	)			(4,806	)		(674	)			(5,480	)
Provision for income taxes		459			—			—				459			—				459			(j)

Net income (loss)	$	18,095		$	(1,887	)	$	(21,473	)		$	(5,265	)	$	(674	)		$	(5.939	)

Less: Net income attributable to noncontrolling interest		(437	)		—			—				(437	)		—				(437	)		(k)			(l)

Net income (loss) attributable to Trajector Inc.	$	17,658		$	(1,887	)	$	15,771			$	(5,702	)	$	(674	)		$	(6,376	)

Pro Forma Earnings Per Share:
Basic and diluted	$	1,078.68																									(m)

Pro Forma Number of Shares Used in Computing Earnings Per Share:
Basic and diluted		16,370																									(m)

See accompanying “Notes to the Unaudited Pro Forma Combined and Consolidated Financial Information”

Note 1. Description of the Transactions & Basis of Presentation

Prior to the Myler Acquisitions (as described below), we operated our business through Vet Comp & Pen Medical Consulting, LLC, VA Claim Pros, LLC, and various commonly controlled entities that provided ancillary services (referred to as the “VCP Group companies”). The VCP Group companies were comprised of various related entities consisting of Wyoming, Florida and Puerto Rico limited liability companies operated under the common control of James S. Hill II and Gina G. Uribe. The VCP Group companies were operated as a combined business entity with each of the VCP Group companies serving a specific function within the enterprise-wide business, similar to that of a division of a single corporate entity.

On December 31, 2020, the VCP Group companies acquired substantially all of the assets of Myler Disability LLC, a Utah limited liability company, Adduco Media LLC, a Utah limited liability company, and Benefits Holding, LLC, a Utah limited liability company, and all of the outstanding common stock of Myler Insurance Services, Inc., a Utah corporation (collectively, we refer to these entities as the Myler Companies and we refer to these acquisitions as the Myler Acquisitions). The purchase price of the Myler Acquisitions was approximately $88.2 million and was paid for with the issuance of four separate promissory notes by the VCP Group companies to the sellers (the “Acquisition Notes”).

The Myler Companies were engaged in the business of assisting individuals with obtaining SSDI and SSI benefits, as well as Medicare Advantage insurance products which are complementary to the products and services provided by the VCP Group companies. Five new entities were formed at the time of Myler Acquisitions to house the acquired assets (which we refer to as the Acquisition Entities).

On March 24, 2021, two Delaware limited liability companies were formed to facilitate combination of the VCP Group companies and the Acquisition Entities (which we refer to collectively as the Trajector Group): (a) Trajector Holdings, LLC and (b) Benefits Group Holdings, LLC (which we refer to as BGH). Trajector Holdings, LLC, BGH, and the Trajector Group, all of which were controlled by the founders’ entities, entered into a series of consolidation transactions to implement an internal reorganization whereby (a) BGH became a holding company for Trajector Group by acquiring either 100% ownership of, or a controlling membership interest in, each of the Trajector Group companies, and (b) Trajector Holdings, LLC became the sole member of BGH (referred to as the Combination Transactions). As a result of the Combination Transactions, BGH is now the sole manager of and owns a controlling interest, directly or indirectly, in each of the Trajector Group companies and Trajector Holdings, LLC is the sole owner and managing member of BGH.

The Combination Transactions were accounted for as a change in reporting entity between entities under common control, whereby a change in reporting entity requires retrospective combination of the entities for all periods as if the combination had been in effect since inception of common control in accordance with ASC 250-10-45-21.

The unaudited pro forma combined and consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and present the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the Transactions and related adjustments set forth in the notes to the unaudited pro forma combined and consolidated financial information.

The unaudited pro forma combined and consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock. In addition, the unaudited pro forma combined and consolidated financial information does not reflect any cost savings, operating synergies or revenue enhancements that the consolidated company may achieve as a result of the Transactions.

The unaudited pro forma combined and consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, give pro forma effect to the Transactions as if they had occurred on January 1, 2020. The unaudited pro forma combined and consolidated balance sheet as of June 30, 2021, gives effect to the Transactions as if they had occurred on June 30, 2021.

Myler Acquisitions

On December 31, 2020, the Company acquired substantially all of the assets of Myler Disability, Adduco, and Benefits Holding, and all of the outstanding common stock of Myler Insurance (collectively referred to as the “Myler Companies” and these acquisitions are referred to as the “Myler Acquisitions”). The gross purchase price of the Myler Acquisitions prior to the net working capital adjustment was $88,240 and was paid for with the issuance of four separate promissory notes by the Company to the sellers (the “Acquisition Notes”). In connection with the Myler Acquisitions, the Company formed five separate entities to house the acquired assets. The primary purpose of acquiring the Myler Companies was to expand the Company’s target market into disability benefits services.

In accordance with ASC 805, the Myler Acquisition was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. Goodwill is the excess purchase price over the preliminary estimated fair value of net assets acquired and liabilities assumed in the Myler Acquisitions. The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques with the assistance of an independent third-party valuation firm. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill and represents the expected revenue and cost synergies from combining operations as well as the value of the acquired workforce.

The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques with the assistance of an independent third-party valuation firm. The estimated fair value of the intangible assets acquired was determined using the income approach to valuation based on the discounted cash flow method. Under this method, expected future cash flows of the business on a stand-alone basis are discounted back to a present value. The estimated fair value of identifiable intangible assets, consisting of a trade name and technology acquired, were determined using the relief from royalty method. The most significant assumptions under the relief from royalty method used to value trade names and technology include estimated remaining useful life, expected revenue, royalty rate, tax rate, discount rate and tax amortization benefit. The discounted cash flow method used to value the customer relationships and the multi-period excess earnings method used to value the restrictive covenant agreements include assumptions such as: expected revenue, term of the agreements, probability and ability to compete, operating margin, tax rate and discount rate. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information of the acquired businesses. These assumptions may vary based on future events,

perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

For Level 3, inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The Company has considered the fair value hierarchy as part of the valuation process. The appropriate class of assets and liabilities have been disclosed below and presented in the line items of the Company’s financial statements. The Company identified the intangible assets acquired as part of the Myler Acquisition, which meet the requirements of Level 3 fair value estimates. (See Note 6 for Intangible Assets details).

The following table summarizes the consideration paid and the preliminary estimated fair values of the net assets acquired and liabilities assumed at the acquisition date:


Promissory notes	$	88,240
Working capital adjustment to purchase price		(272	)

Total consideration	$	87,968

The consideration was allocated across net assets as follows:


Assets acquired:
Accounts receivable		4,730
Prepaid and other current assets		76
Property and equipment		79
Goodwill (a)		35,689
Software technology		22,800
Customer relationships		19,100
Trade names		5,530
Restrictive covenant agreements		1,740

Total assets acquired		89,744

Liabilities assumed:
Accounts payable		598
Accrued expenses		1,178

Total liabilities assumed		1,776

Estimated fair value of net assets acquired	$	87,968

(a)	Goodwill is not deductible for tax purposes.

The Company has completed valuation studies necessary to record the intangible assets acquired. Management is reviewing working capital changes as part of normal operations; however, the Company does not anticipate recording any material transaction accounting adjustments during 2021.

Financing Transactions

The purchase price of the Myler Acquisitions prior to the net working capital adjustment was approximately $88.2 million and was paid for with the issuance of the Acquisition Notes. The Acquisition Notes carried an interest rate of 15% and were collateralized by essentially all

the assets of the Trajector Group Entities. The Acquisition Notes had an original maturity date of April 15, 2021. The Acquisition Notes were refinanced upon execution of the Credit Facility on April 14, 2021.

On March 21, 2021, prior to the Combination Transactions, Richard S. Blaser loaned $12 million to certain of our subsidiaries, referred to as the Blaser Note to refinance a portion of the Acquisition Notes owed to the sellers of the Myler Companies. BGH subsequently assumed and became the sole obligor of the Blaser Note. Under the terms of an Amended and Restated Promissory Note, dated as of March 25, 2021, the Blaser Note accrued interest at a fixed annual rate of 20% with a maturity date of March 25, 2023. Scheduled principal payments of $500,000 were required to be paid under the Blaser Note commencing on April 1, 2021.

On April 12, 2021, Trajector Holdings, LLC sold 263.28 of its membership units for an aggregate offering price of $5,885 (the “April Offering”), of which $650 was paid for in cash and $5,235 was paid for through the reduction of principal and interest due on of the Acquisition Notes to Adduco Media LLC under one of the Acquisition Notes. The Company performed a third-party discounted cash flows valuation study to estimate the fair value of the membership units. The fair value was $32,193 per membership unit and the offering price was $22,351 per membership unit. The excess of the fair value of the membership units over the transaction price totaled $2,728 and was recognized as unit-based compensation expense in general and administrative expense in the Company’s condensed combined and consolidated statements of income for the six months ended June 30, 2021.

On April 12, 2021, following the April Offering, Trajector Holdings, LLC entered into a Unit Redemption Agreement, pursuant to which Trajector Holdings, LLC agreed to redeem a total of 263.28 of its units as follows: (a) 65.82 units from Ginken Medical, LLC, (b) 65.82 units from White Blaze Medical Consulting, LLC, and (c) 131.64 units from Blackfin Capital, LLC. Ginken Medical, LLC and White Blaze Medical Consulting, LLC are entities controlled by Ms. Uribe and Blackfin Capital, LLC is an entity controlled by Mr. Hill. The redemption price was paid by the issuance of Promissory Notes, in aggregate amount of approximately $5.9 million, of which 50% was payable to an entity controlled by James S. Hill II and 50% to entities controlled by Gina G. Uribe. The Redemption Promissory Notes accrued interest at a fixed annual rate of 20%, with a maturity date of April 12, 2023. Scheduled principal payments in the amount of of $246 thousand per month were required to be paid under the Redemption Promissory Notes commencing on May 1, 2021.

BGH used the additional funds received under the Credit Facility (defined below) to pay off all amounts owed under the Member Note and each of the Redemption Notes on May 26, 2021.

On April 14, 2021, the BGH entered into a $75,000 senior secured term loan credit facility (the “Credit Facility”). The Credit Facility was established pursuant to a Credit Agreement, dated as of April 14, 2021, by and among Benefits Group Holdings, LLC, as the borrower, its parent company, Trajector Holdings, LLC, and certain subsidiaries of Benefits Group Holdings, LLC, as guarantors, and Deutsche Bank AG New York Branch, as administrative agent, collateral agent and lender, and the other lenders party thereto (the “Credit Agreement”). The Credit Facility matures on April 14, 2026 subject to certain events that may cause the maturity date to occur earlier. The proceeds from the Credit Agreement were used to refinance indebtedness from the Myler Companies Acquisition and to pay expenses associated with the Credit Agreement, the acquisition of the Myler Companies, the Combination Transactions and for transactions related thereto.

On May 24, 2021, BGH entered into an additional $20,000 credit note pursuant to the Credit Facility under the existing terms and used the proceeds to repay all amounts owed under the Member Note and each of the Redemption Notes, and for general working capital purposes.

Unless the BGH elects otherwise under the Credit Agreement, interest on borrowings under the Credit Facility will be at the base interest rate (which cannot be less than 0.00%) and will be the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate (which cannot be less than 0.00%) plus 0.50%, and (c) the Eurodollar Rate (which cannot be less than 0.00% for the initial term loans) plus 1.00%; plus, in each case, a margin for term loans that can range from 2.00% to 2.50% depending on the BGH’s ratio of consolidated total indebtedness (as adjusted) to earnings before interest, taxes, depreciation and amortization (as adjusted), all as defined and set forth in the Credit Agreement. The applicable margin for Eurodollar Rate loans under the Credit Agreement ranges from 3.00% to 3.50%, depending on the same total net leverage ratio. The initial term loan borrowings were converted to a Eurodollar Rate shortly after the initial closing and bear interest at the Eurodollar Rate plus 3.50%. The Credit Agreement includes provisions for the selection of an alternative SOFR-based interest rate in the event the Eurodollar Rate is determined to be unavailable.

The Credit Agreement has two key financial covenants that commence with the June 30, 2021 reporting period: (a) a total net leverage ratio covenant to be greater than 2.75:1.00 and (b) a fixed charge coverage ratio covenant to be greater than 1.25:1.00. The Company has been granted a waiver related to the requirement to deliver the December 31, 2020 audited financial statements and the required compliance certificate until July 30, 2021.

Reorganization Transactions and Offering Transactions

The Company is offering shares of Class A Common Stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) after deducting estimated underwriter discounts and commissions. Trajector, Inc. intends to use $ of the net proceeds from this offering to purchase new membership interests of Trajector Holdings, LLC (“LLC Units”) and to purchase LLC Units from the founder’s entities. Trajector, Inc. intends to cause Trajector Holdings, LLC to use these proceeds (i) to pay fees and expenses of approximately $ million in connection with this offering and the Reorganization Transactions; (ii) to repay $95.0 million of our outstanding borrowings under our Deutsche Bank Credit Agreement; (iii) to repay $ of our outstanding borrowings owed to the founder’s entities; and (iv) to pay approximately $ million for general corporate purposes.

Immediately following this offering, and consummation of the Reorganization Transactions, Trajector, Inc. will be a holding company, and its only asset (other than a nominal amount of cash) will be a controlling equity interest in Trajector Holdings, LLC. As a result of the Reorganization and Offering Transactions, Trajector, Inc. and the Pre-IPO LLC Members will own approximately % and % of the economic interest in Trajector Holdings, LLC, respectively, but as the sole managing partner of Trajector Holdings, LLC, Trajector, Inc. will have, subject to the provisions of the Stockholders Agreement, full control to operate and manage all of the business and control the strategic decisions and day-to-day operations of Trajector Holdings, LLC. The Reorganization Transactions, whereby Trajector, Inc. will begin to consolidate Trajector Holdings, LLC in its consolidated financial statements, will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Trajector, Inc. will recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of Trajector Holdings, LLC.

For a complete description of the Reorganization Transactions, see section entitled “Organizational Structure” included elsewhere in this prospectus.

Note 2. Notes to Unaudited Pro Forma Combined and Consolidated Balance Sheet

Transaction Accounting Adjustments include the following adjustments related to the unaudited pro forma combined and consolidated balance sheet as of June 30, 2021, as follows:

Adjustments related to Reorganization Transactions and Offering Transactions

We are capitalizing one-time incremental direct costs associated with the Offering Transactions. These costs primarily represent legal, accounting and other direct costs and are recorded in “Prepaid and other current assets” in our condensed consolidated balance sheet. Upon completion of this offering, these capitalized costs will be offset against the proceeds raised from this offering as a reduction of additional paid-in-capital.

Trajector Holdings, LLC has been, and will continue to be treated as a partnership for U.S. federal income tax purposes. As such, Trajector Holdings, LLC’s earnings and losses will flow through to its partners, including Trajector, Inc., and are generally not subject to significant entity level taxes at the Trajector Holdings, LLC level. As described in “Organizational Structure,” upon completion of the Reorganization Transactions, Trajector, Inc. will become a holding company and its sole asset will be a controlling equity interest in Trajector Holdings, LLC. As a result of the Reorganization and Offering Transactions, Trajector, Inc. will own approximately % of the economic interest in Trajector Holdings, LLC, but will have % of the voting power and will control the management of Trajector Holdings, LLC. Immediately following the completion of the Reorganization Transactions, the ownership percentage held by noncontrolling interest will be approximately %.

Represents an adjustment to equity reflecting (i) the par value for Class A and Class B Common Stock, (ii) a decrease in $ of LLC Members’ interest to the noncontrolling interests related to the % economic interest held by the Pre-IPO LLC Members, and (iii) reclassification of LLC Members’ interest of $ to additional paid-in capital.

Prior to the completion of the Offering Transactions, Trajector, Inc. will enter into a tax receivable agreement with certain of our Pre-IPO LLC Members that provides for the payment by Trajector, Inc. to such Pre-IPO LLC Members of 85% of the amount of the realized benefits, if any, as a result of Trajector, Inc.’s any increase in tax basis in Trajector Holdings, LLC’s assets resulting from acquisitions by Trajector, Inc. of LLC Units from the Pre-IPO LLC Members in connection with this offering, the acquisition of LLC Units from the Pre-IPO LLC Members using the net proceeds from any future offering, redemptions or exchanges by the Pre-IPO LLC Members of LLC Units and the corresponding number of shares of Class B common stock for shares of our Class A Common Stock or cash or payments under the tax receivable agreement, and tax benefits related to imputed interest resulting from payments made under the tax receivable agreement. The tax receivable agreement will be accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable. The following are the tax receivable agreement adjustments:

We will record a deferred tax asset of $ (or $ if the underwriters exercise in full their option to purchase additional shares of Class A common

stock). The deferred tax asset includes, (i) $ related to Trajector, Inc.’s investment in Trajector Holdings, LLC and (ii) $ related to tax benefits from future deductions attributable to payments under the tax receivable agreement as a result of the Offering Transactions. To the extent we estimate that we will not realize the full benefit represented by the deferred tax assets, based on an analysis of expected future earnings, we will reduce deferred tax assets with a valuation allowance;

We will record a $ liability under the tax receivable agreement (or $ if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) based on our estimate of the aggregate amount that we will pay to the Pre-IPO LLC Members under the tax receivable agreement as a result of the Offering Transactions;

We will record an adjustment to additional paid-in capital of $ , the difference between the increase in deferred tax assets and the increase in liabilities due to existing owners under the tax receivable agreement as a result of the Offering Transactions.

Due to the uncertainty as to the amount and timing of future exchanges of LLC Units by the Pre-IPO LLC Members and as to the price per share of our Class A Common Stock at the time of any such exchanges, the unaudited pro forma combined and consolidated financial information does not assume that exchanges of LLC Units have occurred. Therefore, no increases in tax basis in Trajector, Inc.’s assets or other tax benefits that may be realized as a result of any such future exchanges have been reflected in the unaudited pro forma combined and consolidated financial information.

Represents (i) the net proceeds of approximately $ (or $ if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting assumed underwriting discounts and commissions and estimated offering expenses and (ii) the related use of $ of the proceeds to repay outstanding indebtedness under our Credit Facility, $ of the proceeds to repay outstanding indebtedness under our Redemption Promissory Notes and $ of the proceeds to purchase outstanding LLC Units from the Pre-IPO LLC Members as described in “Use of Proceeds.”

Note 3. Notes to Unaudited Pro Forma Combined and Consolidated Statement of Operations

Transaction Accounting Adjustments include the following adjustments related to the unaudited pro forma combined and consolidated statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 as follows:

Adjustments related to the Myler Acquisitions and the Financing Transactions

Represents non-recurring transaction-related costs of approximately $2,113 reflected as if incurred on January 1, 2020 for purposes of the unaudited pro forma combined and consolidated statements of operations for the year ended December 31, 2020 and the six months ended June 30, 2021. These transaction-related costs include legal, accounting, and other professional and transaction-related costs.

Reflects incremental amortization expense of $12,622 for the year ended December 31, 2020, on finite-lived intangible assets acquired in connection with the Myler

Acquisitions. Incremental amortization expense has been calculated as follows (in thousands):


Asset Class	Amount		Amortization Method		Useful Life (Years)		Year Ended December 31, 2020
Software technology	$	22,800		Straight line		10	$	2,280
Customer relationships		19,100		Straight line		2		9,550
Trade names		5,530		Straight line		10		553
Restrictive covenant agreements		1,740		Straight line		7		249

Total	$	49,170					$	12,632
Less: Historical amortization expense								(10	)

Incremental amortization expense							$	12,622

Reflects incremental interest expense of $(3,202) and $6,713 for the six months ended June 30, 2021 and for the year ended December 31, 2020, respectively, associated with the borrowings of the $88,240 Acquisition Notes and the borrowing of the $95,000 Credit Facility. Incremental interest expense has been calculated as follows (in thousands):


	Principal		Interest			Six Months Ended June 30, 2021			Year Ended December 31, 2020
Interest on Acquisition Notes	$	88,240		15.00	%	$	—		$	4,412
Interest on Credit Facility	$	95,000		3.63	%		1,726			2,301

Subtotal						$	1,726		$	6,713
Less: Historical interest expense							(4,928	)		—

Incremental interest expense						$	(3,202	)	$	6,713

Represents adjustment to eliminate Myler’s gain on sale of intangible assets for the year ended December 31, 2020. The intangible assets that generated the loss on sale were sold prior to the Myler Acquisitions.

Reflect incremental interest expense of $214 and $674 for the six months ended June 30, 2021 and for the year ended December 31, 2020, respectively, associated with the amortization of Debt Issuance Costs associated with the Credit Facility.

Adjustments related to Reorganization Transactions and Offering Transactions

Following the Reorganization Transactions, Trajector, Inc. will be subject to U.S. federal income taxes, in addition to state, local and foreign taxes. As a result, the unaudited pro forma combined and consolidated balance sheet reflects an adjustment to our taxes assuming the federal rates currently in effect and the highest statutory rates apportioned to each state, local and foreign jurisdiction.

As described in “Organizational Structure,” upon completion of the Reorganization Transactions, Trajector, Inc. will become the sole managing member of Trajector Holdings, LLC. As a result of the Reorganization and Offering Transactions, Trajector, Inc. will own approximately % of the economic interest in Trajector Holdings, LLC, but will have, subject to the Stockholders Agreement, full control the management of Trajector Holdings, LLC. Immediately following this offering, the ownership percentage held by noncontrolling interest will be approximately %. Net income

attributable to the noncontrolling interests will represent % of net income before income taxes. These amounts have been determined based on an assumption that the underwriters’ option to purchase additional shares of Class A Common Stock is not exercised. If the underwriters’ option to purchase additional shares of Class A Common Stock is exercised in full, the ownership percentage held by the noncontrolling interest would decrease to %.

Reflects the reduction in interest expense of $ and $ , respectively, for the six months ended June 30, 2021 and for the year ended December 31, 2020 as a result of the repayment of a portion of the outstanding indebtedness under our Credit Facility and Redemption Promissory Notes, as described in “Use of Proceeds,” as if such repayment occurred on January 1, 2020.

The basic and diluted pro forma net loss per share of Class A Common Stock represents net loss attributable to Trajector, Inc. divided by the combination of the shares owned by existing owners and the Class A Common Stock issued in this offering, the proceeds of which are expected to equal $ (based on the midpoint of the price range shown on the cover of this prospectus, after deducting underwriting discounts). See “Use of Proceeds.” The noncontrolling interest owners own shares of Class B Common Stock. These shares of Class B Common Stock are not considered participating securities because they have no right to receive dividends or a distribution on liquidation or winding up of Trajector, Inc., and no earnings are allocable to such class. Accordingly, basic and diluted earnings per share of Class B Common Stock has not been presented. The table below presents the computation of pro forma basic and dilutive loss per share for Trajector, Inc. (in thousands, except per share amounts):


	Six Months Ended June 30, 2021	Year Ended December 31, 2020
Numerator:
Net income
Less: net income attributable to noncontrolling interests

Net loss attributable to Trajector Inc.

Denominator:
Weighted average shares of Class A Common Stock outstanding (basic)
Incremental common shares attributable to dilutive instruments
Assumed conversion of LLC Units to shares of Class A Common Stock
Weighted average shares of Class A Common Stock outstanding (diluted)
Basic loss per share

Diluted loss per share

DILUTION

An investor in our Class A Common Stock pursuant to this offering will experience dilution to the extent of the difference between the initial public offering price per share of our Class A Common Stock and the pro forma net tangible book value per share of our Class A Common Stock. Dilution in your investment occurs as a result because the per share offering price of the Class A Common Stock is substantially in excess of the pro forma net tangible book value per share attributable to the Pre-IPO LLC Members.

We have presented dilution in pro forma net tangible book value per share of Class A Common Stock to investors in this offering assuming that all of the holders of LLC Units redeemed or exchanged their LLC Units for a corresponding number of newly-issued shares of Class A Common Stock, or the Assumed Redemption, in order to more meaningfully present the dilutive impact on the investors in this offering.

Our pro forma net tangible book value as of June 30, 2021 would have been approximately $ million, or $ per share of our Class A Common Stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of common stock outstanding, in each case after giving effect to the Reorganization Transactions, assuming that the Pre-IPO LLC Members redeem or exchange all of their LLC Units and shares of Class B Common Stock for newly-issued shares of Class A Common Stock on a one-for-one basis.

After giving effect to the Reorganization Transactions (including the Post-IPO Conversion), assuming that the Pre-IPO LLC Members redeem or exchange all of their remaining LLC Units for newly-issued shares of our Class A Common Stock on a one-for-one basis, and after giving further effect to the sale of shares of Class A Common Stock in this offering at the assumed initial public offering price of $ per share (the midpoint of the estimated initial price range on the cover page of this prospectus) and the use of the net proceeds from this offering, our pro forma as adjusted net tangible book value would have been approximately $ million, or $ share, representing an immediate increase in net tangible book value of $ per share to existing equity holders and an immediate dilution in net tangible book value of $ per share to new investors.

The following table illustrates the per share dilution:


Assumed initial public offering price per share
Pro forma net tangible book value per share as of June 30, 2021
Increase in pro forma net tangible book value per share attributable to investors

Pro forma adjusted net tangible book value per share after this offering

Dilution in pro forma net tangible book value per share to new investors

Dilution is determined by subtracting pro forma net tangible book value per share after this offering from the initial public offering price per share of Class A Common Stock.

A $1.00 increase (decrease) in the assumed initial public offering price of per share would increase (decrease) the dilution per share to new investors by $ , in each case assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same.

To the extent the underwriters’ option to purchase additional shares of Class A Common Stock is exercised, there will be further dilution to new investors.

The following table illustrates, as of June 30, 2021, after giving effect to the Post-IPO Conversion and the sale by us of shares of our Class A Common Stock in this offering at the initial public offering price of $ per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), the difference between the existing Pre-IPO LLC Member, and the investors purchasing shares of our Class A Common Stock in this offering with respect to the number of share of our common stock purchased from us, the total consideration paid or to be paid to us, and the average price per share paid or to be paid to us, before deducting underwriting discounts and commissions and the estimated offering expenses payable by us:


	Shares Purchased		Total Consideration		Average Price
	Number	Percent	Amount	Percent	Per Share

Pre-IPO LLC Members
Investors purchasing shares of Class A Common Stock in this offering

Total

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in in conjunction with our combined and consolidated financial statements and related notes, the Myler Disability, LLC and combined entities financial statements and related notes, and other financial information included elsewhere in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materially from those anticipated in these forward- looking statements as a result of various factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “A Note About Forward-Looking Statements.”

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains references to the six months ended June 30, 2021 and 2020 and calendar years 2020 and 2019, which represents the combined and consolidated financial results of Trajector Holdings, LLC and its consolidated subsidiaries for the six months ended June 30, 2021 and 2020 and fiscal years ended December 31, 2020 and December 31, 2019 for the periods presented. Trajector Holdings, LLC is the primary asset that Trajector Inc. will purchase with the proceeds of the IPO. See “Reorganization Transactions” section below. On December 31, 2020, we acquired the Myler Companies and have included a description of the Myler Companies results of operations for the six months ended June 30, 2021 and 2020 and for the years ended December 31, 2020 and December 31, 2019, respectively.

Overview

We provide personalized, technology-enabled solutions that improve people’s lives by helping them better understand, access, and navigate the benefit programs for which they are eligible (in the VA context by identifying and providing medical evidence). We provide an essential service and differentiated experience to our clients who, through December 31, 2020, consisted primarily of disabled U.S. military Veterans and permanently disabled individuals, sharing our clinical expertise in order to bring clarity to otherwise cumbersome and discouraging eligibility processes. Our technology leverages decades of refined learnings, evidence-based medical guidelines, and automated workflows to augment our SMEs, licensed professionals and client engagement teams that assist our clients with these challenges. Our solutions parse the complex interrelationships among pathophysiology, pharmacology, biomechanics and psychiatry, and enable us to link seemingly benign and unrelated symptoms to root cause medical conditions, which in turn allows our clients to submit benefits claims to the VA or SSA, as applicable. Deep-rooted values of honesty, integrity, respect, and transparency have afforded us the trust of more than 250,000 clients to date.

Following the Myler Acquisitions, we expanded our services to assist permanently disabled persons in filing claims with the SSA and in obtaining SSDI benefits, Medicare Advantage and other insurance products. Our solutions parse the complex interrelationships among pathophysiology, pharmacology, biomechanics and psychiatry, and enable us to link seemingly benign and unrelated symptoms to root cause medical conditions, which in turn allows our clients to submit benefits claims to the VA or SSA, as applicable. We use our technology to leverage refined learnings, evidence-based medical guidelines, and automated workflows to augment our SMEs, licensed professionals and client engagement teams that assist our clients with the challenges associated with seeking VA and SSA benefits.

Our Veteran-VA focused services, reported as our Veterans Services segment, assists Veterans in evaluating their disabilities to understand how those disabilities are connected to

their military service and how those disabilities fit within the VA Disability Rating criteria used by the VA for determining compensation thereby enabling our clients to access their VA medical benefits, including achieving higher levels of eligibility and commensurate coverage as well as retroactive reimbursements for past claims. Although we prepare medical based evidence in the form of a Veteran Medical Packets for our clients to use to support any claims they make with the VA, we do not prepare, present, or file claims or represent Veterans before the VA. Rather, we help each Veteran develop a personalized claim strategy based on their medical evidence, including identifying critical connections between symptoms and medical conditions to formal medical diagnoses and linking them when appropriate to their military service so that our clients may prepare and submit these claims to the VA. .Because the time to process all claims and receive VA adjudication can be significant, many of our clients remain with us for several years.

Our SSA Disability focused services, reported as our Disability Services segment, assists permanently disabled persons navigate the lengthy process of applying for and receiving financial support from the SSA, and ultimately healthcare benefits coverage through Medicare or Medicaid. We assist individuals suffering from disabilities by ensuring their SSDI and SSI applications are filed accurately and include all benefits for which an applicant may be eligible.

During our initial years of operations, our business experienced demand that consistently exceeded its production capability even as we continued to increase the size of our team, both in the number of our SMEs and licensed professionals. Since 2019, we have invested extensively in the tools, processes and systems that provide the automation and efficiencies needed to effectively scale to the rising demand for our products and services. Our investment in innovation has generated significant improvements and efficiencies in our solutions delivery and has been a major driver of our strong growth and margin expansion through cost reductions and improved operating leverage.

The fee for services provided to our VA clients is calculated at a rate that considers the difference between the increase in pay for a period of five months. Payment of our fee for preparing Veteran Medical Packets is the responsibility of the clients. The VA does not pay us for our services and our clients may not assign to us their rights to receive VA payments. We do not charge our clients upfront for developing evidence-based Veteran Medical Packets that Veteran clients submit to support their applications for disability claims with the VA. Instead, upon approval of the VA claim submitted by our clients, we generate and submit invoices to our clients for payment and often are paid by our clients out of the proceeds that they receive from the VA. To enable us to track the progress and level of success from favorable adjudications, we rely on a combination of our clients’ self-reporting, our clients’ written permission granting us the right to check their VA accounts on their behalf, and an internally-developed process that allows us to identify the status of any increase in VA claims benefits through the VA’s tele-reporting system. Our payment system is designed to be flexible so that our clients are able to pay our fee without substantial adverse impact to the benefits the clients are collecting. Due to the relatively long VA adjudication process, we generally make our investment in these cases many months in advance of receiving fees from our clients. With a substantial volume of Veteran Medical Packets currently filed and pending VA adjudication, and a predictable cash flow based on the number of Veteran Medical Packets filed each month, the Company has very clear visibility into its future revenue from its existing client base. On these claims, the majority of expenses have already been incurred by the Company and claims are either awaiting adjudication or prepared to be filed.

The fees for services rendered to our SSA clients are subject to approval by, and are paid directly by the SSA from the client’s past due benefits. Under current SSA rules, the fee charged

may not exceed the lesser of 25% of past due benefits or a maximum fixed dollar amount of $6,000 and the SSA may make a direct payment of such fee to the representative. We also may charge for out-of-pocket expenses incurred in connection with the representation of the claim and may charge interest on the unpaid balance of any authorized fee. We have a substantial number of Disability Applications filed and pending resolution with SSA that provides predictability and visibility into future revenue. The SSA resolution process can take up to 24 months in most cases. All of the expenses associated with assisting clients with an SSA claim are incurred prior to resolution of the claim by the SSA.

We expect to substantially increase efficiencies by sharing best practices across the companies, as reported as part of the intangible assets for software technology at net book value of $21.7 million and $22.8 million as of June 30, 2021 and December 31, 2020, respectively. Additionally, the Company will be leveraging the technology investments made by both the Veteran’s Services and Disability Services businesses to improve operations across the entire Company. Furthermore, due to the profitability and market opportunity of the Veterans Services segment relative to the Disability Services segment where fees are capped at $6,000, we expect to allocate more resources and focus to the Veteran’s Service segment and, accordingly, anticipate that the results of the Veteran’s Service segment will have a higher contribution to our consolidated results in the future.

Our prospective reporting will be based on two segments: Veterans Services and Disability Services. The financial results of the Veterans Services segment are reflected in the combined and consolidated financial results of Trajector Holdings, LLC and its consolidated subsidiaries for the fiscal years ended December 31, 2020 and December 31, 2019 included elsewhere in this prospectus. We acquired the Disability Services segment (formerly the Myler Companies) on December 31, 2020, accordingly, the results of their operations are not reflected in our financial statements for the years ending December 31, 2019 and 2020. The combined financial results of Myler Disability, LLC and combined entities for the fiscal years ended December 31, 2020 and December 31, 2019 are included elsewhere in this prospectus. The financial results for the six months ended June 30, 2021 are inclusive of the consolidated results of operations of the Veterans Services and Disability Services segments and are reflected in the unaudited condensed combined and consolidated financial results of Trajector Holdings, LLC and its consolidated subsidiaries for the six months ended June 30, 2021 and 2020 included elsewhere in this prospectus.

Veterans Services (VCP Group Companies):

For the years ended December 31, 2020 and 2019, we generated:

•

Total revenues of $58.3 million and $43.2 million, respectively, representing year-over-year growth of 35.0%.

•

Operating income of $18.7 million and $14.5 million, respectively, representing a year-over-year increase of $4.2 million, with an operating income margin of 32.1% and 33.7%, respectively.

•

Adjusted EBITDA of $20.5 million and $12.3 million, respectively, representing Adjusted EBITDA Margins of 35.2% and 28.5%, respectively, and year-over-year growth of 66.9%. Adjusted EBITDA in a non-GAAP financial measure; please see “Non-GAAP Financial Measures” for an explanation and reconciliation to the nearest GAAP measure.

For the six months ended June 30, 2021 and 2020, we generated:

•

Total revenues of $46.2 million and $27.7 million, respectively.

•

Operating income of $9.4 million and $10.5 million, respectively, with an operating income margin of 20.2% and 37.8%, respectively.

•

Adjusted EBITDA of $15.4 million and $10.9 million, respectively, representing Adjusted EBITDA Margins of 33.3% and 39.4%, respectively.

Disability Services (Myler Companies):

For the years ended December 31, 2020 and 2019, the Myler Companies generated:

•

Total revenues of $48.5 million and $51.5 million, respectively, representing a year-over-year decrease of 5.9%.

•

Operating (loss) income of $(1.9) million and $12.8 million, respectively, representing a year-over-year decrease of $14.7 million, with an operating (loss) income margin of (3.8)% and 24.9%, respectively.

•

Adjusted EBITDA of $11.4 million and $12.2 million, respectively, representing Adjusted EBITDA Margins of 23.6% and 25.1%, respectively.

For the six months ended June 30, 2021 and 2020, the Myler Companies (Disability Services) generated:

•

Total revenues of $22.8 million and $26.2 million, respectively.

•

Operating (loss) income of $(1.3) million and $6.6 million, respectively, with an operating (loss) income margin of (5.7)% and 25.1%, respectively.

•

Adjusted EBITDA of $5.0 million and $6.6 million, respectively, representing Adjusted EBITDA Margins of 22.1% and 25.1%, respectively.

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed above and in the section of this prospectus titled “Risk Factors.”

For a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin, each of which is a non-GAAP measure, to the most directly comparable GAAP financial measure, information about why we consider Adjusted EBITDA and Adjusted EBITDA Margin useful and a discussion of the material risks and limitations of these measures, please see “—Non-GAAP Financial Measures.”

Key Operating and Financial Metrics

For each of our Veterans Services segment and our Disability Services segment, we regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Some of these are non-GAAP measures which we believe along with the operational measures below, are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “—Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.


Veterans Services (VCP Group Companies)	Six Months Ended June 30,						Year Ended December 31,
(Dollar amounts in thousands)	2021			2020			2020			2019
*Key Financial and Non-GAAP Metrics*
Revenue	$	46,238		$	27,721		$	58,268		$	43,168
Operating Income	$	9,353		$	10,486		$	18,708		$	14,539
Operating Income Margin		20.2	%		37.8	%		32.1	%		33.7	%
Adjusted EBITDA (unaudited) (1)	$	15,415		$	10,925		$	20,532		$	12,302
Adjusted EBITDA Margin (unaudited) (2)		33.3	%		39.4	%		35.2	%		28.5	%
Newly Contracted Veteran Clients (3)		17,277			12,159			23,726			10,092
Veteran Medical Packets Completed (4)		33,525			18,517			40,376			26,439


	Calendar Year 2021		Calendar Year 2020		Calendar Year 2019
*Veteran Medical Packets Completed*
First		13,867		8,726		5,199
Second		19,658		9,791		6,299
Third		N/A		10,000		6,933
Fourth		N/A		11,857		8,008

(1)	Adjusted EBITDA is a non-GAAP financial measure. See “—Non-GAAP Financial Measures” for an explanation and reconciliation to net income. For comparison purposes, revenue and Adjusted EBITDA for the year ended December 31, 2018 were $21,665 and $9,190.

(2)	Adjusted EBITDA Margin is a non-GAAP financial measure. See “—Non-GAAP Financial Measures” for an explanation and reconciliation to net income. For comparison purposes, Adjusted EBITDA Margin for the year ended December 31, 2018 was 42.4%.

(3)

Represents new unique clients who have signed an initial engagement letter in the referenced periods. A client is considered a new client when he or she first signs an engagement letter for initial services and this metric does not include the same client who may enter into additional further engagement letters or procure recurring engagements with us.

(4)	Represents new Veteran Medical Packets prepared for our clients during the periods presented.


Disability Services (Myler Companies)	Six Months Ended June 30,						Year Ended December 31,
(Dollar amounts in thousands)	2021			2020			2020			2019
*Key Financial and Non-GAAP Metrics*
Revenue	$	22,822		$	26,197		$	48,476		$	51,526
Operating Income	$	(1,302	)	$	6,585		$	(1,863	)	$	12,814
Operating Income Margin		(5.7	)%		25.1	%		(3.8	)%		24.9	%
Adjusted EBITDA (unaudited) (1)	$	5,047		$	6,586		$	11,437		$	12,911
Adjusted EBITDA Margin (unaudited) (2)		22.1	%		25.1	%		23.6	%		25.1	%
Disability Claims Adjudicated (3)		7,859			7,850			16,116			16,625

(1)	For comparison purposes, revenue and Adjusted EBITDA for the year ended December 31, 2018 were $42,162 and $8,400.

(2)	For comparison purposes, Adjusted EBITDA Margin for the year ended December 31, 2018 was 14.9%.

(3)	Disability Claims Adjudicated represents the number of claims positively resolved on behalf of our clients during the period presented. The trailing 24 months our success rate on claim adjudication was 46.0% and 32.0% as of June 30, 2021 and 2020, respectively.

Key Factors Affecting our Performance

We acquired the Myler Companies on December 31, 2020 and, as a result, the results of their operations are not reflected in our financial statements for the years ending December 31, 2019 and 2020 or for the period ending June 30, 2020.

Veterans Services (VCP Group Companies)

We provide personalized, technology-enabled solutions that assists our clients in understanding the nature of their disabilities and to ascertain the benefit programs for which they are eligible and we work with clients to prepare personalized Veteran Medical Packets tailored to support their claims for disability benefits from the VA. We operate using a model of a performance guarantee. Under this model, we provide services without assessing a fee for those services unless the services actually lead to an increase in a client’s VA disability rating. Accordingly, we do not charge our clients upfront for developing evidence-based Medical Packets. We only receive payments directly from the client once the client receives a benefit from the VA. Due to the profitability and market opportunity of the Veterans Services segment relative to the Disability Services segment, we expect to allocate more resources and focus to the Veteran’s Service segment and, accordingly, anticipate that in future periods the results of the Veteran’s Service segment will have a higher contribution to our consolidated results.

Our Veterans Services processes require us to make cash outlays on behalf of our clients for the development of the Veteran Medical Packets without any assurance that such outlays will be reimbursed. If successful in achieving a favorable result for our Veteran clients, we invoice the client. As a result, the following are the key factors that affect our performance:

•

The Number of New Veteran Clients contracted during a period.

One of the primary factors affecting our growth is the total number of clients in our ecosystem, comprised of both existing clients and the number of new clients that that enter our ecosystem. As a result, a key factor in determining future revenue are the number of new Veteran clients contracted during a period. We intend to grow our Veteran client base by investing significant resources in marketing and the development of our brand in an effort to increase public awareness of our services.

•

The Number of New Veteran Medical Packets completed during a period.

The primary source of revenues is derived from the number of Veteran Medical Packets that we are able to prepare for our clients to be submitted by them to the VA in substantiation of their claims. As a result, another key factor in determining future revenue is the number of Veteran Medical Packets completed during a period. An increase in the production of Veteran Medical Packets during any given period increases the potential revenue from our clients’ potential increases in VA Disability Ratings. Veteran Medical Packets are typically delivered to new clients within three months of acquisition. Historically the new Veteran Medical Packets completed during a period have been resolved by the VA over a period of 12 months after submission. Because we receive a percentage of the increased benefits received by our clients, as opposed to a fixed fee, there are substantial opportunities to increase our revenues by using technological solutions to shorten the time necessary to prepare Medical Packets for our clients. Over the past several years, we have automated

many of the highly complex processes necessary to provide high quality services, which has allowed us to process cases at much higher volumes and more efficiently and provides us the capabilities to grow our client base. Concurrently, we also intend to continue to devote substantial resources to technological investment in an effort to refine our modeling process in order to increase the number of Veteran Medical Packets that we can deliver in any given period, increase our processing efficiencies, and improve our ability to produce better outcomes for clients. We also intend to hire additional personnel for processing and assisting our clients in developing Veteran Medical Packets.

•

Length and Nature of Adjudication of Veterans Claims.

We operate using a model of a performance guarantee. Under this model, we provide evidence based medical services, including Veteran Medical Packets without assessing a fee for those services unless the medical services actually led to an increase in a client’s VA disability rating and the benefits to which they are entitled. Accordingly, we do not charge our clients upfront for developing evidence-based Medical Packets that our clients submit as supporting evidence in their applications for a disability claim with the VA. We only receive payments on the back-end directly from the client once the client receives a benefit from the VA. This requires us to make cash outlays on behalf of our clients for the development of the Veteran Medical Packets without any assurance that such outlays will be reimbursed. If successful in achieving a positive result for our Veteran clients, we invoice the client.

•

Timing and Success of Collection of Payment from our Veteran Clients.

In our Veterans Services business we do not interface directly with and have no assurance of payment by the VA or any other governmental agency. Accordingly, we are reliant on payment for our services to be made by our Veterans clients themselves. Although our Veterans clients often pay us from the proceeds they receive, they are not obligated to do so. Accordingly, our revenues are dependent on the payment of our fees by our Veteran clients and the length of time it takes them to do so. Our Veteran clients typically pay off their invoice within five months.

•

Level of Client Service Fees.

Our revenues are derived from the service fees that we charge once it is determined that a Veterans Services client has received an increase in their benefits. In order for us to track the progress and level of success from favorable adjudications, we rely on a combination of our client’s self-reporting, our client’s written permission granting us the right to check their VA accounts on their behalf, and an internally developed process that allows us to identify the status of increases in VA claims benefits through the VA’s tele-reporting system. Regardless of the notification method, the fees we charge for our services is directly tied to assisting our clients in achieving an increase in benefits. The Company records revenue based on the contractually agreed amounts which are known at the time of formal notification of a successful increase in benefits from the VA.

The Company maintains an allowance for future adjustments and corrections based on historical adjustments experience and revenue volume, which is recorded as a reduction of accounts receivable and revenue. From time to time the Company makes small adjustments related mainly to billing errors. Historically this allowance has not been material.

Disability Services (Myler Companies)

As a result of the Myler Acquisitions, we have expanded our services to assist both Veteran and non-veteran clients in preparing and filing their SSDI and SSI claims and maximizing potential Medicare coverage with the Social Security Administration. We do not receive payment unless and until our clients receive benefits from the SSA, and our fees are withheld on our behalf by the Agency. As a result, the following are the key factors that affect our performance:

•

The Number of Social Security Claims Adjudicated during the period and the Success of those Applications.

One of the key factors in determining the profitability of our Disability Services segment is the number of claims adjudicated in the period on behalf of our clients. Our significant experience has resulted in a screening process that helps us identify the clients most likely to be eligible for disability benefits, thus increasing the likelihood of success of the claim from the beginning of the process. We believe the Myler Acquisition and integration with Trajector Veterans Services will provide additional opportunity to grow the number of adjudicated Disability claims, as the Disability Services segment now, through cross-selling efforts, has access to Veterans Services clients and the claims those clients may be able to submit.

•

Length and Nature of Adjudication of SSA Claims.

Historically, new disability applications are resolved by the SSA over a period of 24 months after filing. Our internal systems allow us to track deadlines and documents throughout this lengthy operation for tens of thousands of clients, supporting them through each stage of the filing and appeals process. At the hearing level, our attorneys and certified non-attorney representatives appear with clients before administrative law judges, presenting medical and testimonial evidence to judges with whom they have developed relationships. Our attorney and non-attorney representatives in the Disability Services segment focus exclusively on SSDI claims. This stage of the disability claim is where we have the greatest financial success on our clients’ behalf and is a large driver of revenue for this segment. Our ability to track the progress of claims and predict their success, and adjust our business accordingly, is a significant driver of our revenue.

•

Timing and Success of Collection of Payment from our SSA Clients.

Nearly all of our fees are paid directly from the Social Security Administration. Because our Disability Services clients are represented by either attorneys or certified non-attorney representatives, we are able to file fee agreements and petitions directly with the Social Security Administration. In approximately 93% of our cases, when a claimant is granted benefits, our fees are withheld from the award by the SSA and then remitted directly to us. While fee agreements are seldom disputed by clients or denied by judges, and instances of dispute are relatively rare, our ability to collect our fees in a timely and predicable manner is a critical component of the financial results of the Disability Services segment.

•

Our Fee and Reimbursement Structure.

We operate using a Congressionally-mandated fee structure for representation, receiving a percentage of benefits received by the client up to a statutory maximum fee of $6,000. Under this model, we provide evidence-based representation without assessing a fee, unless our client is awarded benefits. Our ability to maintain or increase our fees will be a driver of our financial results. Because of the statutory capped fees, the growth in revenues from our Disability Services will be dependent on our ability to increase the number of applications processed and the adjudication of those claims. We currently anticipate that our technologically-developed processes and future improvements to our

processes will result in continued revenue growth in this segment. As a service, we also where requested obtain medical records on our clients’ behalf, without any upfront fee and with agreement that our cash outlay will ultimately be reimbursed by our clients. Unlike our fees, which are paid directly from Social Security, medical record reimbursement comes from our clients through invoice, for which we have no guarantee. At a standard price, the Company bills clients 100% of our out-of-pocket medical record costs. Historically, we have been successful in collecting up to 60% of these out-of-pocket medical record costs. The medical reimbursement costs are generally immaterial, and we include a provision for the collection allowance in our allowance for doubtful accounts.

Our results of operations and financial condition have been, and will continue to be, affected by a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed above and those described in the section of this prospectus titled “Risk Factors.”

Impact of COVID-19

In March 2020, the World Health Organization declared the Coronavirus Disease 2019 (“COVID-19”) a global pandemic. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. While a number of these measures have been relaxed over the past few months in certain parts of the world, ongoing social distancing measures, and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus, are likely to have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect demand, or clients’ ability to pay, for our products and services.

In response to the COVID-19 outbreak, we implemented several precautions that may adversely impact employee productivity, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing office locations.

We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities, and there may be developments outside our control requiring us to adjust our operating plan. As such, given the unprecedented uncertainty around the duration and severity of the impact on market conditions and the business environment, we cannot reasonably estimate the full impacts of the COVID-19 pandemic, including the Delta variant, on our operating results in the future.

For the Veteran’s Services segment the impact of COVID-19 was short lived and lead to a temporary drop in the number of new as well as the write-off of balances for some clients who were negatively impacted by the global pandemic. This drop was short-lived and has since more than recovered. We do not expect COVID-19 to have any significant future impact on the Veteran’s Services segment. For the Disability Services segment the COVID-19 global pandemic has led to a slow-down in SSA processing of claims that has not recovered as of this date. This slowdown has not impacted Disability Applications Filed but has lengthened the time to resolve cases. The Company anticipates that backlog and slow down of the adjudication of SSA processing to continue over the next few months or longer as the SSA attempts to recover from the initial impact of COVID-19 claims processing.

The Company is continuing to operate under a remote first methodology. This provides flexibility in the future should the Company need to pivot back to a fully remote basis if

circumstances dictate. This approach also offers the Company an expanded labor pool to assist with achieving future growth goals. This model therefore will help minimizes any economic impact of future COVID-19 impacts.

On April 27, 2020, due to the uncertain future impacts of COVID-19, the VCP Companies applied for loans, pursuant to the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and received loan proceeds in the amount of $2.4 million. Under the terms of the PPP, loan proceeds and accrued interest are forgivable after eight to twenty-four weeks if they are used for qualifying expenses such as payroll, benefits, rent and utilities, and payroll levels are maintained in accordance with the CARES Act. Any unforgiven portion of the loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first sixteen months. The loan proceeds were utilized for purposes consistent with the PPP. The PPP loans have maturity dates in April 2022 with fixed interest rates of 1.00% and we intend to repay these loans prior to maturity. Even though we are eligible to apply for forgiveness, we have chosen not to pursue forgiveness and will repay 100% of the VCP Companies loan proceeds and interest due from the IPO proceeds.

Reorganization Transactions

Trajector, Inc. was incorporated in April 2021 and, pursuant to a reorganization into a holding corporation structure, immediately prior to the consummation of this offering, will become a holding corporation of which the material asset will be a controlling interest in Trajector Holdings, LLC. As the sole managing member of Trajector Holdings, LLC, Trajector, Inc. will operate and manage all of the business and control the strategic decisions and day-to-day operations of Trajector Holdings, LLC and its subsidiaries and also will have a substantial economic ownership interest in Trajector Holdings, LLC. Trajector, Inc. will consolidate Trajector Holdings, LLC in its combined and consolidated financial statements and will report a non-controlling interest related to the LLC Units held by the Pre-IPO LLC Members in our combined and consolidated financial statements. See “Organizational Structure – The Reorganization Transactions”.

Prior to the consummation of this offering, we will execute several reorganization transactions described under “Organizational Structure” in this prospectus as a result of which the limited liability company agreement of Trajector Holdings, LLC will be amended and restated to, among other things, modify its capital structure by reclassifying the interests currently held by the Pre-IPO LLC Members into a single new class of non-voting common interest units that we refer to as “LLC Units.” Pursuant to the amended and restated limited liability company agreement of Trajector Holdings, LLC (referred to by us as the Amended LLC Agreement), Trajector, Inc. will be the sole managing member of Trajector Holdings, LLC.

Immediately prior to the consummation of this offering, Trajector, Inc. will have two classes of common stock, consisting of: Class A Common Stock and Class B Common Stock, which we refer to collectively as our “common stock.” In connection with the Reorganization Transactions, immediately prior to the consummation of this offering each of the Pre-IPO LLC Members (including the Roll-Up Members) will receive shares of Class B Common Stock in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member. The Class B Common Stock will be issued to the Pre-IPO LLC Members in exchange for their approval of the reclassification and the conversion transactions (pursuant to which such members will exchange their voting interests in Trajector Holdings, LLC for non-voting LLC Units) and their agreement to appoint Trajector, Inc. as the sole manager of Trajector Holdings, LLC (collectively, referred to as the Exchange of Voting Rights). As a result of the Exchange of Voting Rights,

Trajector, Inc. will have, subject to the Stockholders Agreement, full control over the management and affairs of Trajector Holdings, LLC and its direct and indirect subsidiaries. Each share of Class B Common Stock will entitle its holder to one vote per share on all matters submitted to a vote of our stockholders. Holders of our Class B Common Stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of Trajector, Inc. If at any time the LLC Units of Trajector Holdings, LLC are redeemed or exchanged by the Pre-IPO LLC Members for shares of our Class A Common Stock, shares of Class B Common Stock will be cancelled correspondingly on a one-for-one basis as described under “Certain relationships and related party transactions—Amended LLC Agreement.”

Immediately following the closing of this offering and as part of the Reorganization Transactions, the Pre-IPO LLC Members participating in the Post-IPO Conversion as part of the Reorganization Transactions (the Class A Conversion Holders) will exchange all or a portion of their remaining LLC Units not sold to Trajector, Inc. hereby as follows: (a) the Hill Entities and David Parkinson will exchange LLC Units and LLC Units, respectively (representing all of the LLC Units held by them) into and shares of Class A Common Stock, respectively, (b) the Uribe Entities will exchange LLC Units held by them into shares of Class A Common Stock, and (c) the Blaser Entity will exchange LLC Units held by it into shares of Class A Common Stock. Pursuant to the Post-IPO Conversion, the LLC Units will be exchanged into shares of Class A Common Stock on a one-for-one basis and shares of Class B Common Stock held by the Class A Conversion Holders will be cancelled on a one-for-one basis for each LLC Unit so exchanged.

In general, each share of our Class A Common Stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Following this offering, the Pre-IPO LLC Members not participating in the Post-IPO Conversion will hold all of the issued and outstanding shares of our Class B Common Stock. Holders of shares of our Class B Common Stock will vote together with holders of our Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our historical results of operations may not be comparable from period to period. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

The Myler Acquisitions and the Combination Transactions

these entities as the “Myler Companies” and we refer to these acquisitions as the “Myler Acquisitions”). The purchase price of the Myler Acquisitions was approximately $88.2 million and was paid for with the issuance of four separate promissory notes by the VCP Group companies to the sellers (the “Acquisition Notes”).

On March 24, 2021, two Delaware limited liability companies were formed to facilitate combination of the VCP Group companies and the Acquisition Entities (which we refer to collectively as the Trajector Group): (a) Trajector Holdings, LLC, and (b) Benefit Group Holdings, LLC (which we refer to as BGH). Trajector Holdings, LLC, BGH, and the Trajector Group, all of which were controlled by the founders’ entities, entered into a series of consolidation transactions to implement an internal reorganization whereby (a) BGH became a holding company for Trajector Group by acquiring either 100% ownership of, or a controlling membership interest in, of each of the Trajector Group companies, and (b) Trajector Holdings, LLC became the sole member of BGH (referred to as the Combination Transactions). As a result of the Combination Transactions, BGH is now the sole managing manager of and owns a controlling interest, directly or indirectly, in each of the Trajector Group companies and Trajector Holdings, LLC is the sole owner and managing member of BGH.

Effect of the Reorganization Transactions and this offering

Trajector, Inc. was formed for the purpose of this offering and has engaged to date only in activities in contemplation of this offering. Trajector, Inc. will be a holding company and, upon the consummation of this offering, its material asset will be a controlling interest in Trajector Holdings, LLC. For more information regarding our reorganization and holding company structure, see “Organizational Structure—The Reorganization Transactions.” Upon the consummation of this offering, all of our business will be conducted through Trajector Holdings, LLC and its consolidated subsidiaries and affiliates, and the financial results of Trajector Holdings, LLC and its consolidated subsidiaries will be included in the combined and consolidated financial statements of Trajector, Inc.

We expect that redemptions and exchanges of LLC Units will result in increases in the tax basis in our share of the tangible and intangible assets of Trajector Holdings, LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that we would otherwise be required to pay in the future. The Tax Receivable Agreement will require Trajector, Inc. to pay 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize to the Pre-IPO LLC Members (other than the Class A Conversion Holders). Furthermore, payments under the Tax Receivable Agreement will give rise to additional tax benefits and therefore additional payments under the Tax Receivable Agreement itself. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Public Company Costs

Following the completion of this offering, we expect to incur additional costs associated with operating as a public company. We expect that these costs will include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement specified corporate governance practices that are currently inapplicable to us as a private company. These additional rules and regulations will increase our legal, regulatory, financial and insurance compliance costs and will make some activities more time-consuming and costly.

Components of Results of Operations

We operate in two reportable segments: Veterans Services and Disability Services, to reflect the way our chief operating decision maker (“CODM”) reviews and assesses the performance of the business.

Revenue

Veterans Services

Veterans services revenue consists of revenue derived in the form of medical evaluation services and production of Veteran Medical Packets provided to U.S. military Veterans to support claims for disability benefits from the VA. We receive service fees which are dependent on the increase in benefits obtained by our Veteran clients. Prior to and during the years ended December 31, 2020 and 2019, all of our revenue was derived only from our Veterans services.

Disability Services

We also will generate revenue in future periods through assisting injured and disabled clients in preparing and filing their SSDI claims as well as maximizing potential Medicare coverage. Similar to our Veterans services revenue, the Company does not get paid until the claims have been adjudicated by the SSA and SSDI awards are granted, however the Company is directly paid by SSA not the client. Additionally, we receive commissions from insurance carriers when Medicare and supplemental policies are sold to clients that we referred to the carrier.

Cost of Services

Veterans Services

Cost of services represents the direct costs associated with fulfilling our obligations to our clients with respect to the production of Veteran Medical Packages and related services furnished to clients in connection with a client’s application for increased VA benefits. Such costs primarily consist of compensation and related benefit costs for employees directly engaged in servicing our SSA clients.

Disability Services

Cost of services represents attorney costs associated with adjudicating cases with our clients with respect to increased benefits files with the SSA. Such costs are billed directly to the Company for payments, subsequently allocated to the cost of services.

Marketing and Advertising

Veterans Services

Marketing and advertising expense consist of costs associated with client lead generation activities. Other costs were compensation and benefits for staff working in our marketing and advertising department. Other costs consist of marketing, business development, public relations, and allocations for facilities, telecommunications and software maintenance costs. Our Veterans Services business relies on referrals to generate approximately half of new clients while our Disability Services business does not generate any business from referrals.

Disability Services

The Myler Companies’ audited financial statements presented only operating expenses with no further breakout on the face of the Combined Statement of Operations and Member’s Equity (Deficit).

General and Administrative

Veterans Services

General and administrative expenses include compensation and other employee-related costs for personnel engaged in our executive, finance, human resources, and administrative departments. These expenses also include bad debt expense (including write-offs) relating to accounts receivable allowances and outside professional services, including legal and consulting fees.

Disability Services

The Myler Companies’ audited financial statements presented only operating expenses with no further breakout on the face of the Combined Statement of Operations and Member’s Equity (Deficit).

Technology Development

Veterans Services

Technology development expenses primarily consists of compensation and benefits of personnel associated with developing, maintaining and enhancing our applications, infrastructure and other IT-related functions, as well as allocations for facilities, telecommunications and software maintenance costs.

Disability Services

The Myler Companies’ audited financial statements presented only operating expenses with no further breakout on the face of the Combined Statement of Operations and Member’s Equity (Deficit).

Depreciation and Amortization

Veterans Services and Disability Services

Depreciation and amortization expense is primarily related to buildings, office equipment, furniture and fixtures, computer equipment and software, and vehicles and equipment. Amortization expense will be recorded for the Myler Acquisitions.

Other (Expense) Income, Net

Veterans Services and Disability Services

Other (expense) income, net consists of interest income received on depository accounts, interest expense incurred in connection with our long-term debt and other income.

Results of Operations

The following table sets forth our combined and consolidated statements of income information for the periods presented:


Veterans Services (VCP Group Companies)	Six Months Ended June 30,						Year Ended December 31,
(Amounts in thousands)	2021			2020			2020			2019
Revenues	$	46,238		$	27,721		$	58,268		$	43,168
Costs of services		4,082			2,792			5,762			4,763

Gross profit		42,156			24,929			52,506			38,405
Operating expenses:
Marketing and advertising		9,960			5,035			12,685			13,095
General and administrative		19,922			7,098			15,258			9,366
Technology development		2,525			2,038			5,289			3,722
Depreciation and amortization		396			272			566			383

Total operating expenses		32,803			14,443			33,798			26,566
Gain on litigation settlement		—			—			—			(2,700	)

Income from operations		9,353			10,486			18,708			14,539
Other (expense) income, net		(5,060	)		(113	)		(154	)		16

Income before income tax		4,293			10,373			18,554			14,555
Income tax expense		262			284			459			272

Net income		4,031			10,089			18,095			14,283
Less: Net income attributable to noncontrolling interest		(308	)		(220	)		(437	)		(106	)

Net income attributable to Trajector Holdings LLC unitholders	$	3,723		$	9,869		$	17,658		$	14,177

The following table sets forth our combined and consolidated statements of income information as a percentage of revenue for the periods presented:


	Six Months Ended June 30,						Year Ended December 31,
Veterans Services (VCP Group Companies)	2021			2020			2020			2019
Revenues		100.0	%		100.0	%		100.0	%		100.0	%
Costs of services		8.8	%		10.1	%		9.9	%		11.0	%

Gross profit		91.2	%		89.9	%		90.1	%		89.0	%
Operating expenses:
Marketing and advertising		21.5	%		18.2	%		21.8	%		30.3	%
General and administrative		43.1	%		25.6	%		26.2	%		21.7	%
Technology development		5.5	%		7.4	%		9.1	%		8.6	%
Depreciation and amortization		0.9	%		1.0	%		1.0	%		0.9	%

Total operating expenses		71.0	%		52.2	%		58.1	%		61.5	%
Gain on litigation settlement		—	%		—	%		—	%		(6.3	)%

Operating income		20.2	%		37.7	%		32.0	%		33.8	%
Other (expense) income, net		(10.9	)%		(0.4	)%		(0.3	)%		—	%

Income before income tax		9.3	%		37.3	%		31.7	%		33.8	%
Income tax expense		0.6	%		1.0	%		0.8	%		0.6	%

Net income		8.7	%		36.3	%		30.9	%		33.2	%
Less: Net income attributable to noncontrolling interest		(0.7	)%		(0.8	)%		(0.7	)%		(0.2	)%

Net income attributable to Trajector Holdings LLC unitholders		8.0	%		35.5	%		30.2	%		33.0	%

The following table sets forth our combined and consolidated statements of income information for the periods presented:


Disability Services (Myler Companies)	Six Months Ended June 30,					Year Ended December 31,
(Amounts in thousands)	2021			2020		2020			2019
Revenues	$	22,822		$	26,197	$	48,476		$	51,526
Costs of services		3,208			2,788		6,182			6,150

Gross profit		19,614			23,409		42,294			45,376
Operating expenses		20,916			16,824		44,157			32,563

Income (loss) from operations		(1,302	)		6,585		(1,863	)		12,813
Other (expense) income, net		24			1		(24	)		45
Income tax expense		318			—		—			—

Net income	$	(1,596	)	$	6,586	$	(1,887	)	$	12,858

100

The following table sets forth our combined and consolidated statements of income information as a percentage of revenue for the periods presented:


	Six Months Ended June 30,						Year Ended December 31,
Disability Services (Myler Companies)	2021			2020			2020			2019
Revenues		100.0	%		100.0	%		100.0	%		100.0	%
Costs of services		14.1	%		10.6	%		12.8	%		11.9	%

Gross profit		85.9	%		89.4	%		87.2	%		88.1	%

Total operating expenses		91.6	%		64.2	%		91.1	%		63.2	%

Income from operations		(5.7	)%		25.2	%		(3.9	)%		24.9	%
Other (expense) income, net		0.1	%		—	%		—	%		0.1	%
Income tax expense		1.4	%		—	%		—	%		—	%

Net income		(4.2	)%		25.2	%		(3.9	)%		25.0	%

Comparison of the Six Months Ended June 30, 2021 and 2020

Veterans Services

Revenues


	Six Months Ended June 30,
(Amounts in thousands)	2021		2020		% Change
Revenues	$	46,238	$	27,721		66.8	%

Revenues increased by $18,517, or 66.8%, to $46,238 for the six months ended June 30, 2021, as compared to $27,721 for the six months ended June 30, 2020. The increase was primarily due to successful expansion of our lead generation, which resulted in corresponding revenue increases.

Costs of Services


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Costs of services	$	4,082		$	2,792			46.2	%
Percentage of revenue		8.8	%		10.1	%

Cost of services increased by $1,290, or 46.2%, to $4,082 for the six months ended June 30, 2021, as compared to $2,792 for the six months ended June 30, 2020. The increase was primarily due to additional staffing as we continued to scale the Veterans Services business.

Marketing and Advertising


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Marketing and advertising	$	9,960		$	5,035			97.8	%
Percentage of revenue		21.5	%		18.2	%

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Marketing and advertising expense increased by $4,925, or 97.8%, to $9,960 for the six months ended June 30, 2021, as compared to $5,035 for the six months ended June 30, 2020. The increase was primarily due to the implementation of lead generation activities attributable to the platform acquired in connection with the Myler Acquisitions.

General and Administrative


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
General and administrative	$	19,922		$	7,098			180.7	%
Percentage of revenue		43.1	%		25.6	%

General and administrative expense increased by $12,824, or 180.7%, to $19,922 for the six months ended June 30, 2021, as compared to $7,098 for the six months ended June 30, 2020. The increase in our general and administrative expenses was primarily due to an increase in compensation costs due to growth in the number of executive, finance, human resources, and administrative employees required to support the continued growth of our business. Additionally, the Company recorded a unit-based compensation expense of $2,728.

Technology Development


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Technology development	$	2,525		$	2,038			23.9	%
Percentage of revenue		5.5	%		7.4	%

Technology development costs increased by $487, or 23.9%, to $2,525 for the six months ended June 30, 2021, as compared to $2,038 for the six months ended June 30, 2020. The increase was primarily due to an increase compensation costs due to growth in the number of technology and development employees required to support the continued growth of our Veterans Services business.

Depreciation and Amortization


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Depreciation and amortization	$	396		$	272			45.6	%
Percentage of revenue		0.9	%		1.0	%

Depreciation and amortization expense increased by $124, or 45.6%, to $396 for the six months ended June 30, 2021, as compared to $272 for the six months ended June 30, 2020. The increase was primarily due to increased capital expenditures.

Other (Expense) Income, Net


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Other (expense) income, net	$	(5,060	)	$	(113	)		4377.9	%
Percentage of revenue		(10.9	)%		(0.4	)%

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Total other expense, net increased by $4,947, or 4377.9%, to 5,060 for the six months ended June 30, 2021, as compared to $113 for the six months ended June 30, 2020. The increase was primarily due to interest expense on our long-term obligations for the six months ended June 30, 2021.

Disability Services

Revenues


	Six Months Ended June 30,
(Amounts in thousands)	2021		2020		% Change
Revenues	$	22,822	$	26,197		(12.9	)%

Revenues decreased by $3,375, or (12.9)%, to $22,822 for the six months ended June 30, 2021, as compared to $26,197 for the six months ended June 30, 2020. The decrease was primarily due to the reduction in the volume of cases being adjudicated at the SSA starting in April 2020 and continued through the six months ended June 30, 2021.

Costs of Services


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Costs of services		3,208		$	2,788			15.1	%
Percentage of revenue		14.1	%		10.6	%

Cost of services increased by $420, or 15.1%, to 3,208 for the six months ended June 30, 2021, as compared to $2,788 for the six months ended June 30, 2020. The increase was primarily due to normal operational activities.

Marketing and Advertising


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Marketing and advertising	$	4,857		$	5,116			(5.1	)%
Percentage of revenue		21.3	%		19.5	%

Marketing and advertising expense decreased by $259, or (5.1)%, to $4,857 for the six months ended June 30, 2021, as compared to $5,116 for the six months ended June 30, 2020. The decrease was primarily due to a reduction on the amount of lead generation expenses incurred in the period.

General and Administrative


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
General and administrative	$	9,100		$	11,346			(19.8	)%
Percentage of revenue		39.9	%		43.3	%

General and administrative expense decreased by $2,246, or (19.8)%, to $9,100 for the six months ended June 30, 2021, as compared to $11,346 for the six months ended June 30, 2020. The decrease was primarily due to a reduction in staffing and expenses that were eliminated as part of the integration into a combined company.

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Technology Development


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Technology development	$	634		$	362			75.1	%
Percentage of revenue		1.4	%		1.4	%

Technology development costs increased by $272, or 75.1%, to $634 for the six months ended June 30, 2021, as compared to $362 for the six months ended June 30, 2020. The increase was not significant for the Company.

Depreciation and Amortization


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Depreciation and amortization	$	6,325		$	—			100.0	%
Percentage of revenue		13.7	%		—	%

Depreciation and amortization expense increased by $6,325, or 100.0%, to $6,325 for the six months ended June 30, 2021, as compared to $0 for the six months ended June 30, 2020. The increase was primarily due to recognition and amortization of intangible assets acquired in the Myler Acquisitions.

Other (Expense) Income, Net


	Six Months Ended June 30,
(Amounts in thousands)	2021			2020			% Change
Other (expense) income, net	$	24		$	1			2300.0	%
Percentage of revenue		0.1	%		—	%

Total other expense, net increased by $23, or 2,300.0%, to $24 for the six months ended June 30, 2021, as compared to $1 for the six months ended June 30, 2020. The increase was not significant for the Company.

Comparison of Years Ended December 31, 2020 and 2019

Veterans Services

Revenues


	Year Ended December 31,
(Amounts in thousands)	2020		2019		% Change
Revenues	$	58,268	$	43,168		35.0	%

Revenues increased by $15,100, or 35.0%, to $58,268 for the year ended December 31, 2020, as compared to $43,168 for the year ended December 31, 2019. The increase was primarily due to higher volumes of new Veteran clients and Veteran Medical Packets produced, and the client services fees collected in connection therewith. Veteran Medical Packets are typically created within 3 months of New Client acquisition. Revenue is typically realized within 12 months of the Veteran Medical Packets delivery to the client.

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Costs of Services


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Costs of services	$	5,762		$	4,763			21.0	%
Percentage of revenue		9.9	%		11.0	%

Cost of services increased by $999, or 21.0%, to $5,762 for the year ended December 31, 2020, as compared to $4,763 for the year ended December 31, 2019. The increase was primarily due to additional staffing as we scaled the business and increased the volume of Veteran Medical Packets processed.

Marketing and Advertising


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Marketing and advertising	$	12,685		$	13,095			(3.1	)%
Percentage of revenue		21.8	%		30.3	%

Marketing and advertising expense decreased by $410, or (3.1)%, to $12,685 for the year ended December 31, 2020, as compared to $13,095 for the year ended December 31, 2019. The decrease was primarily due to lower usage of national search engine optimization services as we focused on more targeted programs and partially offset by higher staffing expenses.

General and Administrative


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
General and administrative	$	15,258		$	9,366			62.9	%
Percentage of revenue		26.2	%		21.7	%

General and administrative expense increased by $5,892, or 62.9%, to $15,258 for the year ended December 31, 2020, as compared to $9,366 for the year ended December 31, 2019. The increase in our general and administrative expenses was primarily due to an increase in compensation costs due to growth in the number of executives, finance, human resources, and administrative employees required to support the continued growth of our business. These expenses also included an increase of $1,033 in our provision for doubtful accounts for the year ended December 31, 2020 from $6,149 in 2019 to $7,182 in 2020. We took write-offs of $5,374 and $4,725 from our doubtful account reserves for the years ended December 31, 2020 and 2019, respectively. The increase in the doubtful account expense and write-offs were due primarily to the growth in our revenue, number of clients, the impact of COVID-19 on certain of our clients, and the Company’s election to write-off their outstanding balances in certain hardship cases.

Technology Development


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Technology development	$	5,289		$	3,722			42.1	%
Percentage of revenue		9.1	%		8.6	%

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Technology development costs increased by $1,567, or 42.1%, to $5,289 for the year ended December 31, 2020, as compared to $3,722 for the year ended December 31, 2019. The increase was primarily due to an increase in compensation costs due to growth in the number of technology and development employees required to support the continued growth of our business.

Depreciation and Amortization


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Depreciation and amortization	$	566		$	383			47.8	%
Percentage of revenue		1.0	%		0.9	%

Depreciation and amortization expense increased by $183, or 47.8%, to $566 for the year ended December 31, 2020, as compared to $383 for the year ended December 31, 2019. The increase was primarily due to increased depreciation resulting from additional property and equipment purchases during the year.

Other (Expense) Income, Net


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Other (expense) income, net	$	(154	)	$	16			1062.5	%
Percentage of revenue		(0.3	)%		—	%

Total other (expense) income, net increased by $170, or 1062.5%, to a net other expense of $(154) for the year ended December 31, 2020, as compared to a net other income of $16 for the year ended December 31, 2019. The increase was primarily due to interest expense on our long-term obligations for the year ended December 31, 2020.

Disability Services

Revenues


	Year Ended December 31,
(Amounts in thousands)	2020		2019		% Change
Revenues	$	48,476	$	51,526		(5.9	)%

Revenues decreased from approximately $51.5 million for the year ended December 31, 2019 to $48.5 million in for the year ended December 31, 2020. This decrease was due primarily to the impact of the COVID-19 pandemic on the volume of adjudicated cases by the SSA. Since April 2020 the SSA has reported lower claims processing volume on a monthly basis.

Costs of Services


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Costs of services	$	6,182		$	6,150			0.5	%
Percentage of revenue		12.8	%		11.9	%

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Cost of services represent core attorney variable payroll costs. These costs are for attorneys who represent our clients in front of judges as cases are adjudicated.

Operating Expenses


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Operating expenses	$	44,157		$	32,563			35.6	%
Percentage of revenue		91.1	%		63.2	%

Operating expenses increased by approximately $11.6 million, or 35.6%, to $44.2 million for the year ended December 31, 2020, as compared to $32.6 million for the year ended December 31, 2019. The increase in operating expenses was due primarily to a one-time compensation bonus of $12.0 million paid by the Myler Companies former owners to various principals and employees of Myler.

Other (Expense) Income


	Year Ended December 31,
(Amounts in thousands)	2020			2019			% Change
Other (expense) income	$	(24	)	$	45			153.3	%
Percentage of revenue		—	%		0.1	%

Other (expense) income increased by $69, or 153.3%, to a net other expense of $(24) for the year ended December 31, 2020, as compared to a net other income of $45 for the year ended December 31, 2019.

Segment Information

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is James S. Hill, who reviews the financial performance and the results of operations of the segments prepared in accordance with GAAP when making decisions about allocating resources and assessing performance of the Company. The Company determined one operating segment, Veterans Services, as of December 31, 2020 and 2019. The Company determined prospectively it has two operating segments, Veterans Services and Disability Services, which focus on the nature of the services provided by the Company. The results of this assessment also consider the impacts of a recent acquisition and the way in which internally reported financial information is used by the chief operating decision maker to make decisions and allocate resources.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. In particular, we refer in this prospectus to the following non-GAAP financial measures

•

Adjusted EBITDA; and

107

•

Adjusted EBITDA Margin

These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles in the United States, or GAAP. They are supplemental financial measures of our performance only, and should not be considered substitutes for net income, commissions and fees or any other measure derived in accordance with GAAP.

Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance and are also used for internal planning and forecasting purposes. Adjusted EBITDA and Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including net income (for Adjusted EBITDA and Adjusted EBITDA Margin), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for revenues, net income or other combined and consolidated income statement data prepared in accordance with GAAP. Other companies may calculate any or all of these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures. For more information on the use of non-GAAP financial information, including other non-GAAP financial measures presented in this prospectus and a reconciliation of the non-GAAP financial measures to commissions and fees and net income, as applicable, see “Prospectus summary—Summary historical and pro forma financial and other data” and “Prospectus summary—Supplemental pro forma financial information.”

Our use of the terms Adjusted EBITDA and Adjusted EBITDA Margin may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies.

The non-GAAP financial measures used in this prospectus have not been reviewed or audited by our or any independent registered public accounting firm.

Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:

•

do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•

do not reflect changes in, or cash requirements for, our working capital needs;

•

do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our core operations;

•

do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

•

exclude certain tax payments that may represent a reduction in cash available to us; and

•

do not reflect the impact of unit-based compensation expense.

Adjusted EBITDA and Adjusted EBITDA Margin

We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to underlying business performance, which are gain on litigation settlement and transaction costs, and that the presentation of this measure enhances an investor’s understanding of our financial performance. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenue. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

108

The following table reconciles net income and operating income margin, the most comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA Margin for the periods presented:


Veterans Services (VCP Group Companies)	Six Months Ended June 30,						Year Ended December 31,
(Unaudited in thousands, except percentages)	2021			2020			2020			2019
Net income	$	4,031		$	10,089		$	18,095		$	14,283
Add back:
Provision for income taxes		262			284			459			272
Interest expense, net		5,085			135			202			64
Depreciation and amortization		396			272			566			383
Gain on litigation settlement (1)		—			—			—			(2,700	)
Transaction costs (2)		2,913			145			1,210			—
Unit-based compensation expense		2,728			—			—			—

Adjusted EBITDA	$	15,415		$	10,925		$	20,532		$	12,302

Operating income margin		20.2	%		37.8	%		32.1	%		33.7	%
Adjusted EBITDA Margin		33.3	%		39.4	%		35.2	%		28.5	%

(1)	Represents proceeds associated with a favorable litigation settlement relating to an employee’s breach of non-competition agreement.

(2)	Represents transaction costs and professional service fees related to the Myler Acquisitions and costs associated with securing bank financing and this transaction.

The Myler Companies’ audited financial statements presented only operating expenses with no further breakout on the face of the Combined Statement of Operations and Member’s Equity (Deficit). Additionally, Myler Companies were LLCs for tax purposes. Only GAAP financial measures are recorded and presented for the Myler Companies.

Liquidity and Capital Resources

Overview

The Company’s principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures. As of June 30, 2021, we had $9.8 million of cash and cash equivalents, an increase of $7.1 million from December 31, 2020. In connection with, and contingent upon, this offering, we intend to use $ of the net proceeds from this offering to purchase new LLC Units of Trajector Holdings, LLC, to purchase LLC Units from LLC Unit holders, and to redeem Class A Common Stock from Class A Conversion Holders.. Trajector, Inc. intends to cause Trajector Holdings, LLC to use these proceeds (i) to pay fees and expenses of approximately $ million in connection with this offering and the Reorganization Transactions; (ii) to repay $95.0 million of our outstanding borrowings under our Credit Agreement; (iii) to repay $ of our outstanding borrowings owed to the founder’s entities; (iv) to repay outstanding debt under loans taken out by the VCP Group companies pursuant to the Paycheck Protection Program, and (v) the remainder for general corporate purposes. Please see “Use of Proceeds.” We believe that, following completion of this offering, our cash on hand and operating cash flow will improve our financial flexibility. Following this offering, we expect that our future principal uses of cash will also include funding our debt service obligations and paying income taxes and obligations under our tax receivable agreement. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.

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In the Veterans Services segment, the Company’s contract is with the Veteran and not any administrative agency. As such, services in this segment are performed for our clients to assist them with their claims submission to the VA through the preparation of medical evidence to support such claims. If successful with the claims submission, the client is responsible for paying our fees for these services. The client receives an invoice and the services are paid directly by the client.

In the Disability Services segment, we have a different relationship with our clients and the government agency responsible for their benefits. The Company provides its disability clients with direct representation before the SSA. Under the regulatory construct for these services, most of the Company’s fees are paid to us directly from the SSA as a deduction from the payout to the client. As a result, the Company is not dependent on receiving fees from the client, but rather the Company receives its fees from a government-backed regulatory agency.

As a result of the differences in the manner in which we are paid for our services, accounts receivable for the Veteran Services segment carries a higher risk of collection and, accordingly, reflects a higher percentage of an allowance for doubtful accounts.

With respect to working capital, we do not charge clients for our services until they receive initial benefits or increased benefits from the VA or the SSA. This creates potential cash flow risks. Additional risk exists in our Veterans Services segment due to an average collections period of five months. Our financial success and ability to achieve profitability is highly dependent on both the timely adjudication of claims by both the VA and SSA and our Veteran clients’ timely payment of invoices.

After completion of this offering, Trajector, Inc. will be a holding company, and its material asset will be a controlling interest in Trajector Holdings, LLC. Trajector, Inc. intends to cause Trajector Holdings, LLC to make distributions and payments to its holders of LLC Units, including Trajector, Inc. and our Pre-IPO LLC Members (other than the Class A Conversion Holders), in an amount sufficient to cover all applicable taxes at assumed tax rates, expenses, payments under the tax receivable agreement and dividends, if any, declared by it. Deterioration in the financial condition, earnings or cash flow of Trajector Holdings, LLC and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, assuming Trajector, Inc. approves and Trajector Holdings, LLC makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A common stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, tax receivable agreement payments and expenses (any such portion, an “excess distribution”) will be made at the sole discretion of our board of directors. See “Dividend Policy” and “Risk Factors—Risks Relating to Our Organizational Structure—We are a holding company and our only asset (other than a nominal amount of cash) after completion of this offering will be our % ownership interest in Trajector Holdings, LLC, and we are accordingly dependent upon distributions from Trajector Holdings, LLC to pay dividends, if any, and taxes, make payments under the Tax Receivable Agreement and pay other expenses.”

As market conditions warrant, we and our equity holders, their respective affiliates and members of our management, may from time to time seek to purchase our outstanding debt securities or loans, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of

110

a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us.

Paycheck Protection Program Loan

On April 27, 2020, due to the uncertain future impacts of COVID-19, the VCP Companies applied for loans, pursuant to the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and received loan proceeds in the amount of $2.4 million. Under the terms of the PPP, loan proceeds and accrued interest are forgivable after eight to twenty-four weeks if they are used for qualifying expenses such as payroll, benefits, rent and utilities, and payroll levels are maintained in accordance with the CARES Act. Any unforgiven portion of the loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first sixteen months. The loan proceeds were utilized for purposes consistent with the PPP. The PPP loans have maturity dates in April 2022 with fixed interest rates of 1.00% and we intend to repay these loans prior to maturity. Although we are eligible to apply for forgiveness, we have chosen not to pursue forgiveness and we intend to repay 100% of the VCP Companies loan proceeds and interest due from the IPO proceeds.

Blaser Note

On March 21, 2021, prior to the Combination Transactions, Richard S. Blaser loaned $12 million to certain of our subsidiaries (the “Blaser Note”) to refinance a portion of the Acquisition Notes owed to Adduco Media, LLC. BGH subsequently assumed and became the sole obligor of the Blaser Note. Under the terms of an Amended and Restated Promissory Note, dated as of March 25, 2021, the Blaser Note accrued interest at a fixed annual rate of 20.00%, with a maturity date of March 25, 2023. Scheduled principal payments of $500 per month were required to be paid under the Blaser Note commencing on April 1, 2021.

Interest expense on the Blaser Note totaled $464 for the six months ended June 30, 2021. There was no interest expense incurred for the six months ended June 30, 2020. The Blaser Note was paid off in full upon execution of the Credit Facility (defined below).

Redemption Promissory Notes

On April 12, 2021, Trajector Holdings, LLC, offered and sold 263.28 of its membership units for an aggregate offering price of $5,885 (the “April Offering”), of which $650 was paid for in cash and $5,235 was paid for through the reduction of principal and interest due on the Acquisition Notes to Adduco Media LLC under one of the Acquisition Notes. In connection with the debt reduction, Adduco Media LLC received 234.20 units in exchange for $5,235 of debt reduction (the “Debt Reduction”). The original promissory note, dated December 31, 2020, was payable to Adduco Media, LLC in the principal amount of $10,240 issued in connection with the Myler Acquisitions. The $650 in cash proceeds were received from the sale of 22.37 and 6.71 membership units of Trajector Holdings, LLC to two directors of Trajector, Inc. at $22,353 per membership unit for an aggregate purchase price of $500 and $150, respectively.

On April 12, 2021, following the April Offering, the Company entered into a unit redemption agreement, pursuant to which the Company agreed to redeem a total of 263.28 of its units as follows: (a) 65.82 units from Ginken Medical, LLC, (b) 65.82 units from White Blaze Medical Consulting, LLC, and (c) 131.64 units from Blackfin Capital, LLC. Ginken Medical, LLC and White

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Blaze Medical Consulting, LLC are entities controlled by Ms. Uribe and Blackfin Capital, LLC is an entity controlled by Mr. Hill. The redemption price was paid by the issuance of promissory notes by BGH to each of these entities (the “Redemption Promissory Notes”) in an aggregate amount of $5,885, of which 50% was payable to an entity controlled by James S. Hill II and 50% to entities controlled by Gina G. Uribe. The Redemption Promissory Notes accrued interest at a fixed annual rate of 20.00%, with a maturity date of April 12, 2023. Scheduled principal payments in the amount of $246 per month were required to be paid under the Redemption Promissory Notes commencing on May 1, 2021.

Interest expense on the Redemption Promissory Notes totaled $139 for the six months ended June 30, 2021. There was no interest expense incurred for the six months ended June 30, 2020. The Redemption Promissory Notes were paid off in full upon execution of the Credit Facility, including any accrued interest (defined below).

Senior Credit Facility

On April 14, 2021, BGH entered into a $75 million senior secured term loan credit facility, referred to as the Credit Facility. The Credit Facility was established pursuant to a Credit Agreement, dated as of April 14, 2021, by and among Benefits Group Holdings, LLC, as the borrower, its parent company, Trajector Holdings, LLC, and certain subsidiaries of Benefits Group Holdings, LLC, as guarantors, and Deutsche Bank AG New York Branch, as administrative agent, collateral agent and lender, and the other lenders party thereto. The interest rate on borrowings under the Credit Facility is at the base interest rate (which cannot be less than 0.00%) and is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate (which cannot be less than 0.00 plus 0.50%, and (c) the Eurodollar Rate (which cannot be less than 0.00% for the initial term loans) plus 1.00%; plus, in each case, a margin for term loans that can range from 2.00% to 2.50% depending on the Company’s ratio of consolidated total indebtedness (as adjusted) to earnings before interest, taxes, depreciation and amortization (as adjusted), all as defined and set forth in the Credit Agreement. The applicable margin for Eurodollar Rate loans under the Credit Agreement ranges from 3.00% to 3.50%, depending on the same total net leverage ratio. The initial term loan borrowings were converted to a Eurodollar Rate shortly after the initial closing and bear interest at the Eurodollar Rate plus 3.50%. The Credit Agreement includes provisions for the selection of an alternative SOFR-based interest rate in the event the Eurodollar Rate is determined to be unavailable. The Credit Facility matures on April 14, 2026, subject to certain events that may cause the maturity date to occur earlier. The $75 million of proceeds under the Credit Facility were used to pay off the portion of the Acquisition Notes not already repaid and to pay expenses associated with the Credit Agreement, the Myler Acquisitions, the Combination Transactions, and the transactions related thereto.

On May 24, 2021, the Credit Agreement was amended to provide an additional $20 million incremental term loan, which increased the total principal amount of the Credit Facility to $95 million. The additional $20 million under the Credit Facility was used to pay off all amounts owed and outstanding under the Blaser Note and each of the Redemption Promissory Notes.

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