S-1 1 nt10023896x5_s1.htm S-1

As filed with the Securities and Exchange Commission on September 10, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Thomas James Homes, Inc.

(Exact name of registrant as specified in its charter)

Delaware			1531			86-3523581
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

26880 Aliso Viejo Parkway, Suite 100

Aliso Viejo, CA 92656

(949) 481-7026

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

Thomas Beadel

Chairman and Chief Executive Officer

Thomas James Homes, Inc.

26880 Aliso Viejo Parkway, Suite 100

Aliso Viejo, CA 92656

(949) 481-7026

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

With copies to:

Andrew Fabens

Robert W. Phillips

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4000

Anne Lee Benedict

Chief Legal Officer and Secretary

Thomas James Homes, Inc.

26880 Aliso Viejo Parkway, Suite 100

Aliso Viejo, CA 92656

(949) 481-7026

Sophia Hudson, P.C.

H. Thomas Felix

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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. (Check one):

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for 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⁽³⁾
Class A common stock, par value $0.001 per share			$100,000,000			$10,910

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

(2)	Includes shares subject to the underwriters’ option to purchase additional shares, if any. See “Underwriting.”

(3)	To be paid in connection with the initial public filing of this registration statement.

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated September 10, 2021

Preliminary Prospectus

Class A common stock

This is Thomas James Homes, Inc.’s initial public offering. We are selling shares of our Class A common stock.

Currently, no public market exists for our Class A common stock. We expect the initial public offering price to be between $ and $ per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “TJH.”

Each share of Class A common stock will entitle the holder to one vote. Each share of Class B common stock will entitle the holder to a number of votes that is equal to the aggregate number of Class B units in TJH Opco, as defined herein, held by such holder. Oaktree Fund and Beadel (each as defined herein) will hold % of the combined voting power of our common stock immediately after this offering. See “Organizational Structure.”

We will be a “controlled company” under Nasdaq rules following the completion of this offering and, as a result, intend to rely on exemptions from certain corporate governance requirements. See “Management—Controlled Company Exemption.”

We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our Class A common stock involves risks that are described in the “Risk Factors” section beginning on page 23 of this prospectus.

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

(1)	See “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

At our request, , a participating underwriter, has reserved for sale, at the initial public offering price, up to % of the shares offered by this prospectus for sale to our directors, officers and employees, certain business associates and related persons. If these persons purchase reserved shares, it will reduce the number of shares available for sale to the general public. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. For more information regarding the directed share program, see “Underwriting—Directed Share Program.”

The underwriters may also exercise an option to purchase up to an additional shares of our Class A common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission (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.

The shares of Class A common stock will be ready for delivery on or about , 2021.

J.P. Morgan

Citigroup

BofA Securities

RBC Capital Markets

BTIG

Zelman Partners LLC

Whelan Advisory Capital Markets

Drexel Hamilton

Loop Capital Markets

Ramirez & Co., Inc.

Prospectus Dated , 2021.

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			Page
PROSPECTUS SUMMARY			1
RISK FACTORS			23
FORWARD-LOOKING STATEMENTS			54
ORGANIZATIONAL STRUCTURE			56
USE OF PROCEEDS			59
DIVIDEND POLICY			60
CAPITALIZATION			61
DILUTION			62
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA			64
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION			72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			74
BUSINESS			94
MARKET OPPORTUNITY			115
MANAGEMENT			123
EXECUTIVE COMPENSATION			128
PRINCIPAL STOCKHOLDERS			135
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			137
DESCRIPTION OF CAPITAL STOCK			144
SHARES ELIGIBLE FOR FUTURE SALE			150
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK			152
UNDERWRITING			156
LEGAL MATTERS			168
EXPERTS			168
CHANGE IN AUDITOR			168
WHERE YOU CAN FIND ADDITIONAL INFORMATION			169
INDEX TO FINANCIAL STATEMENTS			F-1

Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: We have not, and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

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General information

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “our company,” “we,” “us,” “our” and “Thomas James Homes” refer to Thomas James Homes, Inc., a Delaware corporation, and its consolidated subsidiaries. Thomas James Homes was incorporated as a Delaware corporation on April 22, 2021 and, prior to the consummation of the Reorganization (as defined herein) and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering.

We currently conduct our business through Thomas James Homes, LLC, a Delaware limited liability company, which we refer to as “TJH Holdco.” In connection with the Reorganization, TJH Holdco will be renamed TJH Holdco, LLC, and all of its assets and liabilities will be contributed to a newly formed Delaware limited liability company named Thomas James Homes, LLC, which we refer to as “TJH Opco.” See “Organizational Structure—The Reorganization” for more information on the Reorganization.

Unless otherwise indicated or the context otherwise requires, references to “common stock” refer to our Class A common stock and Class B common stock, collectively.

“Oaktree Fund VII” refers to, collectively, Oaktree Real Estate Opportunities Fund VII, L.P., a Cayman Islands exempted limited partnership, and its subsidiary, Westside Builder Grand Avenue Partners, LLC, a Delaware limited liability company. “Oaktree Direct Stockholder” refers to Oaktree Real Estate Opportunities Fund VII Sub-Holdings II (Delaware), L.P., a Delaware limited partnership. Together, we refer to Oaktree Fund VII and Oaktree Direct Stockholder as “Oaktree Fund.” Oaktree Fund and entities associated with Thomas (Tommy) Beadel, our founder, Chairman of our board of directors and Chief Executive Officer (such entities, collectively with Mr. Beadel, “Beadel”), currently control, and will continue to control immediately following this offering, a majority of our common stock.

Basis of presentation

Thomas James Homes is a newly incorporated entity, has not engaged in any business or other activities except in connection with its formation and had no assets or liabilities during the periods presented in this prospectus. Accordingly, this prospectus includes certain historical combined and consolidated financial and other data for TJH Holdco. Following this offering, TJH Holdco will be the predecessor of Thomas James Homes for financial reporting purposes. Immediately following this offering, Thomas James Homes will be a holding company, and its sole material asset will be a controlling voting interest in TJH Opco. As the sole managing member of TJH Opco, Thomas James Homes will operate and control all of the business and affairs of TJH Opco and, through TJH Opco and its subsidiaries, conduct our business. The Reorganization will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Thomas James Homes will recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as reflected in the historical financial statements of TJH Holdco. Thomas James Homes will consolidate TJH Opco on its consolidated financial statements and record a noncontrolling interest related to the Class B units in TJH Opco held by the Class B stockholders on its consolidated balance sheet and statement of operations. See “Organizational Structure” and “Unaudited Pro Forma Consolidated Financial Information and Other Data.”

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Market and industry data

This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our products and services. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the Zonda Advisory (“Zonda”) market study described below, data we have received from Green Street Advisors, LLC (“Green Street”), publicly available industry publications, our internal research and our knowledge of the markets in which we currently, and will in the future, operate. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this prospectus. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to

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uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us.

The sources of certain statistical data, estimates and forecasts contained in this prospectus include a market study prepared for us by Zonda, an independent research provider and consulting firm, dated April 2021. We have paid Zonda a fee of $42,000 for its services, plus an amount charged at an hourly rate for additional information that we may request from Zonda from time to time in connection with its services. Such information is included in this prospectus in reliance on Zonda’s authority as an expert on such matters. Any forecasts prepared by Zonda are based on data (including third-party data), models and the experience of various professionals and on various assumptions (including the completeness and accuracy of third-party data), all of which are subject to change without notice. See “Market Opportunity” and “Experts” in this prospectus for additional information.

Trademarks

We own or have the rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names presented in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

iii

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Prospectus summary

This summary highlights selected information discussed in this prospectus. The summary is not complete and does not contain all of the information you should consider before investing in our Class A common stock. Therefore, you should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making a decision to purchase shares of our Class A common stock. Some of the statements in this summary constitute forward-looking statements. See “Forward-Looking Statements.”

Our mission

Our mission is to transform the U.S. single-family urban housing market by deploying proprietary technology designed to address the massive unmet demand for high quality homes in the most desirable neighborhoods located near the heart of many of the country’s largest cities.

Our company

Thomas James Homes was formed with the goal of transforming U.S. housing in the predominantly single-family home neighborhoods located within and near large cities, which we refer to as urban housing markets, by providing consumers with a simple, seamless, efficient and transparent option for purchasing or building new single-family homes in desirable urban neighborhoods at attainable prices. We do this through our proprietary technology platform, which we call Fuse360, which enables us to identify and acquire older, existing houses on non-contiguous homesites in the most desirable neighborhoods located near the heart of many of the country’s largest cities and then efficiently and profitably building new replacement homes on those homesites.

Our cloud-based Fuse360 technology offers a fully managed marketplace that seamlessly connects and generates platform efficiencies for homebuyers, subcontractors, realtors and other constituents across our single-family new home ecosystem while delivering an exceptional customer experience and the cost benefits of operating with economies of scale. Our platform tracks on average approximately 5,000 distinct tasks per home and simultaneously manages hundreds of single, non-contiguous homesite projects.

We recognize the significant inefficiencies and inflated costs endemic to urban housing markets and the stress and frustration that homebuyers endure in making what is often the largest purchase of their lifetimes. We endeavor to simplify the process and enable transparency, certainty and cost efficiencies that benefit us, our customers and the other participants in our marketplace.

We believe Fuse360 significantly reduces the complexities associated with sourcing, acquiring, permitting and managing single-family home construction projects on non-contiguous homesites. Our purpose-built and scalable system enables us to methodically identify underutilized homesites, where we can increase value either by increasing the square footage of the existing house or by increasing the number of homes on the homesite. Our system also enables us to manage and track the construction permit process for each project, manage approximately 80 contractors and approximately 450 separate invoices per project, customize individual homes to our customers’ unique needs and market, sell and subsequently service homes broadly distributed across each of our markets. We believe we are unique in our ability to efficiently and profitably manage these processes in an urban context where each home construction project is managed independently from others. We believe that we are currently the country’s largest provider of single-family replacement homes.

Over the last five years, we have deliberately invested capital and resources in developing our platform and infrastructure, establishing a strong foundation to capitalize on the large marketplace opportunity and to rapidly scale our operations. Following a growth equity capital investment by real estate funds managed by Oaktree in early 2018, we have accelerated our growth by ramping up operations in Southern California and embarking on market expansions into Northern California, the Pacific Northwest and, most recently, Colorado. We believe our proprietary platform and differentiated business model enable us to efficiently expand into new markets, which is an important aspect of our growth strategy. Starting in 2022 and through 2025, we plan to enter on average three to four new markets each year.

In 2020, we generated revenues of $190.8 million, gross profit of $22.4 million, net losses of $(15.1) million and EBITDA of $(3.5) million. For the six months ended June 30, 2021, we generated revenues of $291.1 million and gross profit of $45.5 million, representing increases of 471% and 848%, respectively, as compared to the six

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months ended June 30, 2020. We generated net income of $1.7 million and EBITDA of $15.6 million for the six months ended June 30, 2021 as compared to a net loss of $(9.9) million and EBITDA of $(5.8) million for the six months ended June 30, 2020. As of June 30, 2021, we owned inventory of homes and homesites for sale of $502.7 million and had a sales value of backlog of homes and homesites for sale under contract of $197.4 million. This compares to owned inventory and sales value of backlog of $412.0 million and $95.3 million, respectively, as of June 30, 2020. We believe the continued ramp up of our existing operations and our planned market expansion position us to drive significant growth and profitability. See “—Summary Historical Consolidated Financial Information—Non-GAAP Financial Measures” for additional information regarding the non-GAAP financial measures of EBITDA presented in this paragraph and adjusted gross profit presented in the table below and a reconciliation to the most comparable GAAP measures of each.

(1)	Represents gross profit plus capitalized interest.

Our opportunity

We believe single-family urban housing in the United States, which we estimate to represent approximately $8 trillion in potential inventory value for Thomas James Homes, is ripe for disruption. We are leveraging our proprietary platform to unlock the market to scaled production in order to build high quality, single-family homes at attainable prices.

Housing fundamentals and demographics in our target urban housing markets across the United States are highly attractive, with high population density, affluent households, strong job growth and proximity to employment centers and access to sought-after cultural and lifestyle amenities. While neighborhoods in urban markets are typically highly desirable for home buyers, supply in these markets is highly constrained and existing housing inventory in urban markets across the United States is on average more than 40 years old, and in many cases more than 70 years old. Older houses are often smaller, functionally obsolete compared to current consumer design and floorplan preferences, energy inefficient and contaminated by harmful building materials such as lead and asbestos. These houses seldom fulfill current consumer preferences for technology and amenities. We believe that this backdrop represents a large and compelling opportunity for Thomas James Homes to provide a differentiated offering of high-quality homes in some of the country’s most desirable locations.

Across our current and target expansion markets in the United States, we estimate that we have a total addressable market (“TAM”) of approximately $190 billion annually. Our current focus is on 18 initial U.S. target markets consisting of 21 major metropolitan statistical areas (“MSAs”) that we have determined to be the most attractive locations and the best fit for our product and service offerings and business model. Within these MSAs, we have reviewed 4,274 ZIP codes, identifying an aggregate homesite supply of more than 3.8 million outmoded houses with underutilized floor area ratios (“FAR”). Further leveraging demographic- and transaction-oriented analyses, we believe that 775, or approximately 18%, of these ZIP codes fit our specific market entry criteria. Our market capture target within this category of ZIP codes is 3% to 6%.

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The strength of the markets in which we operate and the opportunity for new markets are summarized in the table below. Based on our current analysis of prevailing market conditions, of our 18 initial U.S. target markets, we operate in four and are prioritizing expansion into Phoenix, San Diego, Portland and Washington, D.C., followed by Boston, the New York Tri-State Area, Chicago and Detroit. We continually evaluate and refine such plans based on prevailing market conditions and other relevant factors.

Source:

U.S. Census. Management estimates.

(1)	Per U.S. Census for 2019.

(2)	Represents the aggregate number of housing units before 1980 as a percentage of total housing units in each of the categories.

(3)	Represents the estimated sales value of lots estimated to be available annually that meet Thomas James Homes’ acquisition criteria.

(4)	Represents the percentage of the annual addressable market that Thomas James Homes is targeting to capture.

Despite the significant size of the urban housing market relative to the total U.S. housing market, we believe there is no established scaled competition serving the U.S. urban housing market today. We believe that this is due to a number of factors, including the limited supply of undeveloped land in large U.S. cities, the complexities of rebuilding on existing homesites and managing a high volume of construction on non-contiguous homesites and the production inefficiencies commonly experienced with local contractors and small custom homebuilders. We effectively manage these complexities through our Fuse360 proprietary platform. We believe our proprietary platform is critical to our success to date and to achieving our growth aspirations.

We believe the primary obstacle to servicing the single-family urban housing market is the lack of available contiguous undeveloped land supply. The majority of scaled production homebuilders are structured to identify, underwrite and manage the construction of large communities whereby homebuilders purchase land in bulk and move from house to adjacent house as they build. This traditional approach to homebuilding often results in pursuing large projects in secondary and tertiary suburban housing markets, where undeveloped land fits a homebuilder’s underwriting criteria. Operating in the urban housing market requires a different approach, in which each home is essentially its own project. We believe that the majority of scaled production homebuilders lack the technology infrastructure to effectively service the single-family urban housing market at scale. Because most of the land in urban housing markets is already developed, new home construction in urban housing markets typically requires the replacement of existing houses, one at a time on non-contiguous homesites. Beginning with an existing house on site, which ultimately needs to be torn down and rebuilt, complicates the underwriting and construction process of operating in the single-family urban housing market. We believe that our ability to Source Better through Fuse360 enables us to effectively manage the unique complexities of operating within the single-family urban housing markets. See “Business—Fuse360—Source Better—for volume.”

The current urban construction competitive landscape consists of mostly small-scale custom homebuilders, each producing a handful of housing units each year. We believe the industry is characterized by limited technology adoption, antiquated processes and a highly fragmented supplier and subcontractor base, all of which leads to unpredictable and often-inflated costs. Consumers looking to purchase an existing house in these markets typically face high prices and limited optionality with respect to home design and custom features, which often requires frustrating compromises on location or quality. Consumers who decide to directly manage the process of building a new home typically face an even more daunting, inefficient, opaque and frustrating process, including coordinating the purchase of a homesite, permitting, contractors, architects, engineers and others and navigating obstacles

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such as design fatigue, inconsistent communication, lack of coordination, inadequate warranties, significant timing delays and budget overruns that lead to poor economic outcomes. Our ability to Build Better and Service Better, which are core components of our Fuse360 platform, is critical to our success in delivering high quality, single-family homes at attainable prices. See “Business—Fuse360—Build Better—for profit” and “—Service Better— for client retention and brand awareness.”

Fuse360

Fuse360 is our proprietary platform built on industry-leading technology that drives end-to-end efficiencies and value for our homebuyers, suppliers and contractors.

Our proprietary data analytics and platform enable us to identify market arbitrage opportunities in our homesite acquisition process, capture construction cycle efficiencies and manage approximately 5,000 activities in a typical single home construction project, with a goal of maximizing profitability, all at a scale that we believe is unrivaled in the urban single-family marketplace. As of June 30, 2021, Fuse360 hosts approximately 82 million records and 1.6 million managed files and applies over 300 algorithms to manage our business operations in approximately 410 neighborhoods. The advantage of our technology is not just in its comprehensiveness, but in its simplicity to use, which we believe helps drive adoption and unlock value across the entire ecosystem. In short, our technology-enabled solutions enable us to “Source Better, Build Better and Service Better” than our competition. See “Business—Fuse360” for more information about our platform.

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Our product and service offerings

Fuse360 enables us to offer our customers multiple product and service options to maximize flexibility and optionality.

Our For-Sale business line enables customers to either purchase a newly-constructed, custom-quality production home (“Home Sales”) or purchase one of our inventory homesites (“Homesite Sales”) and then engage with our development and design teams to build the custom-quality home of their dreams.

Our Fee-for-Service business line is a customer-focused, flexible homebuilding service platform. Our Build-on-Your-Homesite (“BOYH”) business takes our clients’ existing owned homesites, which may be a homesite purchased from us, and leverages our infrastructure and pricing power to build them custom-quality homes while offering guaranteed delivery timelines and prices. The BOYH service enables customers to both remain in their existing neighborhoods and enjoy the benefits of a new custom home. With guaranteed delivery times and pricing, we minimize friction costs and disruption to our clients’ lives. Our newest Fee-for-Service business, Build-to-Rent (“BTR”), represents our inaugural entry into the rental housing space. Through a joint venture with Angelo, Gordon & Co., LP (the “BTR Joint Venture”), we apply core platform competencies and have leveraged capital to construct homes designed specifically for rental purposes. We receive fees for our role in the acquisition, construction and management of each property.

Our competitive strengths

Defining a new institutional product category with a massive market opportunity

Our proprietary technology platform, Fuse360, enables us to efficiently and profitability serve the single-family urban housing market in the United States, which we estimate has an annual TAM of approximately $190 billion. This market is extremely fragmented, and we believe we are the only institutional production-scale developer of new homes on single, non-contiguous homesites in urban housing markets across the United States. As such, we operate in a market that is distinct from both the urban multifamily market (generally served by REITs and privately-owned builders) and suburban or tertiary markets (generally served by public company and large privately-owned homebuilders).

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The lack of established institutional competitors across what we believe is a massive addressable market, combined with the proprietary technology platform, operational experience and relationships we have developed over the past several years, provide us with significant advantages and competitive moats as we expand our business and drive profitable growth across the country.

Translating big data into actionable intelligence to drive our proprietary platform

Operationalizing data, or the process by which we translate big data into intelligence to drive business decisions, is the foundation of our platform and drives every aspect of our business from sourcing new acquisitions and service contracts to managing complex process interactions across disparate parties within the urban housing ecosystem.

To source new homesite acquisitions in volume, our platform combines proprietary geo-spatial data and detailed zoning and public record data to identify individual, non-contiguous residential homesites that provide us with an optimal increase in FAR compared to the existing land utilization. When combined with our real-time construction cost and new home pricing data, we can derive the maximum value that we can pay for land in any given location, potentially presenting us with an arbitrage opportunity. On a daily basis, our platform automatically compares our consolidated land value to the market value of the existing single-family homes derived from multiple-listing service (“MLS”) provider listings and sales data to uncover price inefficiencies. Our proprietary homesite lists also enable us to provide buy-lists to select real estate brokers to source off-market acquisition opportunities for us. We utilize the combination of our proprietary homesite lists and automated market data to acquire homesites at scale that meet our underwriting criteria.

To source new service contracts, we append ownership, tax and income data to our proprietary homesite lists to identify potential customers of our BOYH service. We thereafter employ diverse marketing strategies, including email, digital and direct marketing, to educate potential customers about our BOYH offerings.

Once we have sourced a new acquisition or service contract, our operating platform drives the planning, purchasing, permitting, building, customizing, marketing, selling and warranting of each home through a series of interconnected cloud-based applications utilizing a unified data structure.

Delivering a differentiated and superior customer value proposition and experience

Our Company motto is The Right Home, Right Where You Want It. We offer customers the compelling combination of superior design, product, experience and value in the most desirable neighborhoods in our urban housing markets. We strive to build the best products in the best locations at attainable prices, all while delivering phenomenal customer user experiences by making the home buying process transparent and easy to manage and by removing or improving many of the aspects of traditional home building and buying that typically create stress and frustration.

We offer high-quality homes that reflect well thought-out floorplans, design and architecture, are energy efficient and feature modern technology and amenities. We believe our homes represent a stark contrast to the older houses that typically become available for sale in our neighborhoods and markets, thereby meaningfully increasing the value proposition that we offer. We believe we are highly differentiated in our ability to help consumers find their dream home without having to settle for less than livable floorplans, choose between the quality of the neighborhood and home or undergo the frustrations of a custom home building process.

Connecting and benefiting multiple key constituents across the urban housing ecosystem

We believe our platform is differentiated by its ability to connect and create incremental value for numerous key constituents across the urban housing ecosystem, including homebuyers, subcontractors and realtors. To ensure rapid adoption of Fuse360 from individuals and professional groups that might not be traditionally inclined to utilize advanced technology, we focus on extreme simplification and ease of use for the various components of our platform. We see this as value accretive as opposed to simply disrupting an existing competitive fee stream.

Producing predictable and compelling unit economics

We have compelling unit economics across our various business lines that drive our ability to produce profitable results today and, we believe, generate enhanced profitability as we further scale our platform.

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We use our proprietary platform to accelerate cycle times across our business lines. This enhances our ability to generate predictable and attractive margins. We typically enter markets with our Home Sales business. We capture margin at the outset for this business by identifying and acquiring underutilized homesites.

While our For-Sale business drives top-line revenue growth and gross margin, our Fee-for-Service business enables more efficient utilization of capital. Our capital-light fee services enhance our return on investment by leveraging our local production infrastructure to manage the construction of new homes with minimal committed capital and healthy contracted margins.

Operating with self-reinforcing competitive advantages

Our goal is to consistently deliver The Right Home, Right Where You Want It to facilitate growth and enable Thomas James Homes to expand our scale and our market leadership position, ultimately driving new and incremental data into our platform. Once our premium housing product and attainable price points draw customers into our ecosystem, we strive to generate brand loyalty by providing a superior customer experience through process transparency, control and high-quality warranty support.

As we establish our presence and build scale in new markets, our data, technology and execution advantages are further enhanced at both the local and national level. Upon expansion and execution, we intend for our model to drive enhanced data, returns and growth and increase our competitive strengths against existing market participants or potential new market entrants.

Operating with a growth-oriented balance sheet

We believe this offering will position us with a stronger balance sheet and ample liquidity with which to support our ongoing operations and our market expansion plans. In addition, we believe pursuing our strategy of offering a combination of our For-Sale products and Fee-for-Service services reduces our balance sheet risk relative to other homebuilders that own a higher percentage, and longer duration, of their land supply. In connection with this offering, we intend to enter into a new credit facility (as defined herein). We expect that this will create operating efficiencies and meaningfully reduce our financing costs as compared to our current practice of individually mortgaging each project. As adjusted for this offering and our entry into a new revolving credit facility, we expect to have total liquidity of $ million, consisting of $ million of cash and $ million of borrowing capacity under a new credit facility, total debt of $ million and a net debt to net book capitalization of %. For more information regarding our new credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Planned New Credit Facility.” We intend to maintain a prudent capital structure with ample liquidity and conservative leverage as we execute on our business plans and growth strategy.

Transforming the single-family urban housing market with a highly experienced and visionary management team

We benefit from a highly experienced and visionary, founder-led senior management team with a wide range of expertise to drive the successful execution of our business plan. Tommy Beadel, our founder, Chairman of our board of directors and Chief Executive Officer, has over 20 years of experience in the housing industry and has driven the development of our differentiated and disruptive business model since our company’s inception, with the mission of revolutionizing and solving the problems endemic to urban housing across the United States. Jim Simpson, our Chief Operating Officer and Chief Technology Officer, has an extensive background in investment banking, sales and marketing and has been instrumental in developing our Fuse360 platform. James Mead, our Chief Financial Officer, brings significant public company experience, having previously served as Chief Financial Officer for three real estate-related publicly listed companies, including an S&P 500 company.

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Our growth strategies

Using our competitive strengths that we leverage through our proprietary Fuse360 platform, we believe we are well positioned to drive significant growth as we expand, both within our existing markets and to new markets across the United States. Key components of our growth strategy are as follows:

Increase penetration and footprint within our existing markets

We believe there is tremendous opportunity for increasing our revenues and profits in our existing markets. In 2021, we are targeting meaningful revenues in our Northern California and Pacific Northwest divisions, which we established in December 2018 and December 2019, respectively, and initial revenues in our Colorado division, which we established in the first quarter of 2021. With no established scaled competitors in our existing markets, we believe that we are well positioned to capture a significant share of an underserved market. Based on the Zonda market study, and as of June 30, 2021, we were operating in 66 of the 277 ZIP codes within our existing urban housing markets that fit our current expansion criteria, with those 277 ZIP codes representing $99 billion of our approximately $190 billion annual TAM. Furthermore, the annual lots available to purchase that fit our acquisition criteria in our existing markets represents 40,129 lots, relative to the 232 lots we acquired in 2020, representing approximately 0.5% penetration rate in existing markets.

We are focused on driving penetration and growing our market share in our existing markets as we increase awareness of our brand and our differentiated offerings, which we believe do not otherwise exist in the market today on a scaled or institutional basis. The homes we build feature prominent Thomas James Homes branding on our fencing and siding, acting as a billboard in the heart of each of our target urban neighborhoods. Increased construction volume leads to opportunities for greater brand awareness in a self-reinforcing cycle. This is particularly impactful for our BOYH business as our target customers witness firsthand the efficiency of our construction process and the quality of our homes.

We also see significant opportunity to expand our footprint into additional submarkets within our existing markets. When expanding into new submarkets, we leverage data analytics, brand recognition, on-the-ground teams, existing infrastructure and local market knowledge to establish our presence and ultimately drive growth.

Expand organically into new urban U.S. markets

Our growth strategy centers around entering new markets organically, rather than acquiring other companies, which we believe is key in avoiding integration and increased execution challenges. Our proven model for market entry enables us to scale rapidly, delivering compelling unit economics, which we believe we can replicate in other attractive urban single-family housing markets. Our disciplined process for organic expansion results in predictable and highly favorable unit economics. We have refined this process over time, as evidenced by the reduction in time to first revenues from 19 months in Northern California to 14 months in the Pacific Northwest to an estimated 10 months in Colorado, which launched in March 2021.

Based on the Zonda market study, and as of June 30, 2021, we were operating in 66 of the 775 nationwide ZIP codes that fit our target criteria, with those 775 ZIP codes representing our approximately $190 billion annual TAM. The potential annual TAM of these markets is approximately 1,000 times our 2020 revenues of $191 million, representing meaningful growth potential by expanding to new markets. When evaluating our geographic footprint and considering entering new markets, we focus on demographics, economic fundamentals and housing supply characteristics. We generally target urban housing markets with the following characteristics:

•	significant urban population density;

•	substantial in-place home stock with FARs less than 40%;

•	a concentration of dated housing stock, typically constructed pre-1980; and

•	an average sales price for single-family homes greater than $1 million with significant and growing unit volume.

Based on our current analysis of prevailing market conditions, of our 14 U.S. target markets beyond the four in which we currently operate, we are prioritizing expansion into Phoenix, San Diego, Portland and Washington, D.C., followed by Boston, the New York Tri-State Area, Chicago and Detroit. We continually evaluate and refine such plans based on prevailing market conditions and other relevant factors.

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Drive enhanced financial performance through scale, operational initiatives and improvements to our differentiated platform

We generated gross profit of $45.5 million and were profitable with $1.7 million of net income for the six months ended June 30, 2021. We believe that we offer a combination of profitability potential and high growth opportunity that is not commonly found with disruptive technology companies at this stage of development or technology-enabled brokers and iBuyers. In addition, we selectively leverage attributes of the successful business models of these disruptive innovators and technology enabled brokers and iBuyers as well as those of certain established construction technology companies and suburban homebuilders. Our financial performance is driven by our highly efficient Fuse360 platform engineered to “Source Better, Build Better and Service Better.” Our favorable margin profile benefits, however, from economies of scale, and we expect to continue our financial performance over time through the expansion of our platform. Our data-driven sourcing platform identifies densification opportunities. During the 12 months ended June 30, 2021, we built an average of 1.8 homes per acquired homesite, within a range of one to six homes built per acquired homesite. Lastly, we believe that the “flywheel effect” of our platform, which begins with operationalizing big data, will allow us to expand our competitive moat, drive rapid expansion, enhance profitability and deliver a superior value proposition to all key constituents.

Grow our Fee-for-Service business to enhance margins with minimal capital commitment

Our asset-light Fee-for-Service business, consisting of our BOYH and BTR businesses, leverages our existing production home infrastructure and pricing power to enable us to manage the construction of new homes with minimal committed capital and healthy contracted margins. In addition to limited capital commitments, these businesses require minimal incremental overhead, resulting in attractive profits and return on investment. We are keenly focused on growing these businesses and increasing their percentage contribution to our financial performance, to drive higher overall profitability ratios and returns.

Since the launch of our BOYH business in the third quarter of 2019, we have experienced a continued increase in quarterly contracts signed, and we expect to continue to gain meaningful momentum as we gain scale in our newer markets.

Our proprietary platform also identifies existing homesites suitable for future rental homes. The scarcity of new high-quality for-sale housing extends to new high-quality housing for rent. Our BTR business, which we currently pursue through the BTR Joint Venture, delivers high-quality rental homes to our target communities and offers us an additional avenue for creating value and driving profitable growth.

Risks affecting our business

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to, the following:

•	the impact of the COVID-19 pandemic on our business, results of operations and financial condition;

•	our inability to accurately price and manage homesites;

•	our failure to provide customers with an efficient and seamless homebuilding experience;

•	our inability to continue to maintain, improve and adapt our Fuse360 platform and marketplace to address the needs of our customers, our subcontractors and other participants in our marketplace;

•	our decision to expand in existing markets or enter new markets consuming significant financial and other resources and failing to achieve the desired results;

•	our growth depending in part on the success of our strategic relationships with third parties;

•	our business and results of operations depending on the availability, skill and performance of subcontractors;

•	a shortage of building materials or labor, or increases in materials or labor costs, delaying or increasing the cost of home construction;

•	increases in our home cancellation rate having a negative impact on our home sales revenues, results of operations, backlog and cost of sales;

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•	our inability to maintain and enhance our brand, and thereby expand our customer base;

•	the ineffectiveness of our marketing efforts and our inability to attract buyers in a cost-effective manner;

•	significant warranty and liability claims arising in the ordinary course of business;

•	our inability to construct homes within expected timeframes, adversely affecting our results of operations;

•	inaccuracies in the estimates, forecasts and projections relating to our markets prepared by Zonda, which are based upon numerous assumptions and have not been independently verified by us;

•	declines in the housing markets in which we operate or in the homebuilding industry generally. which may materially and adversely affect our business and financial condition;

•	regional factors which affect the homebuilding industry in our current markets and could materially and adversely affect us;

•	competition in the urban custom homebuilding industry for homesites and to offer better value to our customers;

•	new and existing laws and regulations or other governmental actions which may increase our expenses, limit the number of homes that we can build or delay completion of our projects;

•	changes to population growth rates in certain of the markets in which we operate or plan to operate which could affect the demand for homes in these regions;

•	a significant disruption in service in our computer systems and third-party networks and mobile infrastructure, and our inability to maintain and scale the technology underlying our offerings;

•	our dependence upon distributions from our subsidiaries to pay dividends, taxes and other expenses and make payments under the Tax Receivable Agreement (as defined herein);

•	the requirement that we pay over to continuing members of TJH Holdco and the Oaktree Direct Stockholder most of the tax benefits we receive;

•	payments under the Tax Receivable Agreement being accelerated and/or significantly exceeding the tax benefits, if any, that we actually realize;

•	the possibility that TJH Opco will be required to make substantial distributions to us and the existing members of TJH Holdco;

•	the material weaknesses identified in our internal control over financial reporting; and

•	Oaktree Fund and Beadel having the ability to direct the voting of a majority of the voting power of our common stock, and their interests conflicting with those of our other stockholders.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” beginning on page 23 of this prospectus prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

Organizational structure

Prior to the completion of this offering, we intend to undertake certain transactions as part of a reorganization (the “Reorganization”) described under “Organizational Structure—The Reorganization” below. Immediately following the Reorganization and this offering, Thomas James Homes will be a holding company and its sole material asset will be all of the Class A units of TJH Opco. Thomas James Homes will be the sole managing member of TJH Opco, will operate and control all of TJH Opco’s business and affairs and will be able to consolidate the financial results of TJH Opco into Thomas James Homes’ financial statements. Our organizational structure is commonly referred to as an UP-C structure, which is commonly used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides the existing members of TJH Holdco, which will own Class B units of TJH Opco, with the tax advantage of owning interests in a pass-through structure and provides potential future tax benefits for Thomas James Homes as the public company and economic benefits for the existing members of TJH Holdco when the Class B units of TJH Opco are exchanged for shares of Class A common stock.

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Investors in this offering will purchase shares of Class A common stock of Thomas James Homes, which will entitle them to economic and voting rights in Thomas James Homes, as further described in this prospectus. See “Description of Capital Stock—Class A Common Stock” for more information. Thomas James Homes will also issue shares of Class B common stock (which will entitle the holders thereof to voting rights, but not economic rights, in Thomas James Homes) to holders of the Class B units of TJH Opco. See “Description of Capital Stock—Class B Common Stock” for more information. Holders of Class B units of TJH Opco will be entitled to exchange those Class B units for shares of Class A common stock pursuant to the exchange provisions of the TJH Opco LLC Agreement. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—TJH Opco LLC Agreement.”

In addition, in the Reorganization, the Oaktree Direct Stockholder, which currently holds units in TJH Holdco through a certain affiliate of Oaktree Fund that is taxable as a corporation for U.S. federal income tax purposes (the “Oaktree Blocker Entity”) will receive shares of Class A common stock in respect of the Class B Units of TJH Opco to which it would otherwise be entitled.

Giving effect to the Reorganization and this offering (assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock), TJH Holdco (which will be controlled by Oaktree Fund VII and Beadel after the Reorganization), the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco will beneficially own, in the aggregate, shares of Class A and Class B common stock of Thomas James Homes representing approximately % of the aggregate voting power of the common stock of Thomas James Homes and will be party to a Stockholder’s Agreement pursuant to which they will agree to cooperate with respect to the election of directors of Thomas James Homes and certain other matters. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Stockholder’s Agreement.” The amended operating agreement of TJH Holdco will provide that Class B units of TJH Opco (together with shares of Class B common stock) will, from time to time, be distributed to certain of the unitholders of TJH Holdco. To the extent parties receive such Class B units and shares of Class B common stock, they will become parties to the Stockholder’s Agreement and the Tax Receivable Agreement described below.

As a result, we expect that Thomas James Homes will be a “controlled company” for purposes of Nasdaq rules.

In connection with this offering, Thomas James Homes will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) for the benefit of the continuing members of TJH Holdco and the Oaktree Direct Stockholder. The Oaktree Direct Stockholder currently is an indirect member of TJH Holdco through the Oaktree Blocker Entity, which, through a series of transactions as described under “Organizational Structure—The Reorganization” below, will merge with and into Thomas James Homes. Pursuant to the Tax Receivable Agreement, Thomas James Homes will pay 85% of the amount of the net cash tax savings, if any, that Thomas James Homes realizes (or, under certain circumstances, is deemed to realize) as a result of (i) in the case of the continuing members of TJH Holdco, increases in tax basis (and certain other tax benefits) resulting from Thomas James Homes’ acquisition of TJH Opco units, directly or indirectly, from the continuing members of TJH Holdco in connection with this offering and in future exchanges and any payments Thomas James Homes makes under the Tax Receivable Agreement, and (ii) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits). See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement.”

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The diagram below depicts our organizational structure following the completion of the Reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares).

Amounts may not sum to total due to rounding.

(1)

At the closing of this offering, the members of TJH Holdco, in the aggregate, will own (indirectly through TJH Holdco) Class B units of TJH Opco and shares of Class B common stock of Thomas James Homes, and the Oaktree Direct Stockholder will own shares of Class A common stock of Thomas James Homes. TJH Holdco (which will be controlled by Oaktree Fund VII and Beadel after the Reorganization), the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco, which will beneficially own, in the aggregate, approximately % of the voting power of the common stock of Thomas James Homes after giving effect to this offering, will be party to a Stockholder’s Agreement pursuant to which they will agree to cooperate with respect to the election of directors of Thomas James Homes and certain other matters. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Stockholder’s Agreement.”

(2)

Each share of Class A common stock of Thomas James Homes will be entitled to one vote and will vote together with the Class B common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. See “Description of Capital Stock—Common Stock.”

(3)

Each share of Class B common stock of Thomas James Homes will entitle the holder to a number of votes that is equal to the aggregate number of Class B units in TJH Opco held by such holder. The Class B common stock will vote together with the Class A common stock as a single class, except as provided in our amended and restated certificate of incorporation or required by law. The Class B common stock will have no economic rights in Thomas James Homes.

(4)

Thomas James Homes will own all of the Class A units of TJH Opco after the Reorganization, which upon the completion of this offering will represent the right to receive approximately % of the distributions made by TJH Opco. While this interest represents a minority of economic interests in TJH Opco, it represents 100% of the voting interests, and Thomas James Homes will act as the managing member of TJH Opco. As a result, Thomas James Homes will operate and control all of TJH Opco’s business and affairs and will be able to consolidate its financial results into Thomas James Homes’ financial statements.

(5)

At the closing of this offering, the existing members of TJH Holdco (other than the Oaktree Direct Stockholder) will collectively hold (indirectly through TJH Holdco) all of the shares of Class B common stock of Thomas James Homes outstanding after the offering. They also will collectively hold (indirectly through TJH Holdco) all Class B units of TJH Opco, which upon the completion of this offering will represent the right to receive approximately % of the distributions made by TJH Opco. No person will have any voting rights in TJH Opco on account of the Class B units, except for the right to approve amendments to the TJH Opco LLC Agreement (as defined herein) that adversely affect the rights of holders of Class B units. Class B units of TJH Opco may be exchanged for shares of our Class A common stock or, at our election, for cash, subject to certain restrictions pursuant to the exchange provisions of the TJH Opco LLC Agreement. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—TJH Opco LLC Agreement.” When Class B units are exchanged for a corresponding number of shares of our Class A common stock or, at our election, for cash, it will decrease the aggregate voting power of our Class B stockholders. After a Class B unit is surrendered for exchange, it will not be available for reissuance.

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Oaktree

Oaktree Capital Management, L.P., the investment manager of Oaktree Fund (“Oaktree”), is a leader among global investment managers specializing in alternative investments, with $156 billion in assets under management as of June 30, 2021. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,000 employees and offices in 19 cities worldwide.

Implications of being an emerging growth company

As a company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an EGC, we are permitted, and have elected, to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not EGCs. These exemptions include:

•	being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•	not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

•	not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•	reduced disclosure obligations regarding executive compensation; and

•	exemptions from the requirements of holding an advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years following completion of this offering or such earlier time when we are no longer an EGC. We will cease to be an EGC if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our capital stock held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of some reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you may hold stock.

The JOBS Act provides that an EGC may take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an EGC to delay the adoption of accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption is required for private companies. As part of this election, we are delaying the adoption of accounting guidance related to leases that currently applies to public companies. Adoption of this accounting guidance is not expected to have a material impact on our financial statements. See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus for additional information.

Corporate information

Thomas James Homes was incorporated in Delaware on April 22, 2021. It had no business operations prior to this offering. In connection with the completion of this offering, Thomas James Homes will become the sole managing member of TJH Opco, pursuant to the Reorganization described under “Organizational Structure—The Reorganization.” Our principal executive offices are located at 26880 Aliso Viejo Parkway, Suite 100, Aliso Viejo, CA 92656 and our telephone number is (949) 481-7026. Our website address is www.thomasjameshomesusa.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of and is not incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part. We have included our website address in this prospectus solely as an inactive textual reference.

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The offering

Issuer

Thomas James Homes, Inc.

Class A common stock offered by Thomas James Homes

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

Underwriters’ option to purchase additional shares of Class A common stock from Thomas James Homes

shares of Class A common stock.

Class A common stock outstanding immediately after this offering

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

Class B common stock outstanding immediately after this offering

shares of Class B common stock. Class B common stock will be issued to holders of Class B units in TJH Opco. Each share of Class B common stock will entitle the holder to a number of votes that is equal to the aggregate number of Class B units in TJH Opco held by such holder.

Use of proceeds

We estimate that our net proceeds from this offering, based on an assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us, will be approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

We intend to cause TJH Opco to use:

•	approximately $ million of the net proceeds of this offering to repay all outstanding borrowings related to the mortgage loans associated with the homesites acquired for our business;

•	approximately $ million of the net proceeds to pay the expenses incurred by us in connection with this offering and the Reorganization; and

•	other than as set forth below, the remainder for working capital and other general corporate purposes.

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units of TJH Opco (which will, upon the acquisition, be reclassified as Class A units of TJH Opco) and Class B common stock of Thomas James Homes from certain of the members of TJH Holdco, including certain members of our senior management, at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering. Accordingly, we will not retain any of this portion of the proceeds. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.

Controlled company

Upon completion of this offering, Oaktree Fund and Beadel will continue to beneficially own more than 50% of the voting power of our outstanding common stock. As a result, we intend to avail ourselves of the “controlled company” exemptions under Nasdaq rules, including exemptions from certain of the corporate governance listing requirements. See “Management—Controlled Company Exemption” and “Certain Relationships and Related Person Transactions.”

Dividend policy

We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant. Holders of our Class B common stock will not be entitled to dividends from Thomas James Homes. Following the Reorganization and this offering, Thomas James Homes will be a holding company and its sole material asset will be ownership of the Class A units of TJH Opco, of which it will be the managing member. Subject to funds being legally available for distribution, we intend to cause TJH Opco to make distributions to each of its members, including Thomas James Homes, in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to each member and to enable Thomas James Homes to make payments required under the Tax Receivable Agreement. If the amount of distributions to be made exceeds the amount of funds available for distribution, Thomas James Homes will receive the full amount of its distribution before the other members receive any distribution and the balance, if any, of funds

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available for distribution will be distributed to the other members pro rata in accordance with their assumed tax liabilities. See “Dividend Policy.”

Voting rights

We have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock will entitle the holder to one vote. Each share of Class B common stock will entitle the holder to a number of votes equal to the aggregate number of Class B units in TJH Opco held by such holder.

Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation or as required by applicable law. See “Description of Capital Stock.” When a Class B stockholder exchanges Class B units in TJH Opco for the corresponding number of shares of our Class A common stock or, at our election, for cash, it will decrease the aggregate voting power of our Class B stockholders. See “Organizational Structure—Class A Common Stock” and “—Class B Common Stock.”

TJH Opco LLC Agreement and exchange of Class B units

The TJH Opco LLC Agreement will entitle certain of the members of TJH Opco (and/or certain members of TJH Holdco), and certain permitted transferees thereof, to exchange Class B units for shares of our Class A common stock on a one-for-one basis or, at our election, for cash. We have reserved for issuance shares of our Class A common stock, which is the aggregate number of shares of our Class A common stock expected to be issued over time upon the exchanges by the Class B unitholders, assuming we do not elect to exchange such Class B units for cash. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—TJH Opco LLC Agreement.”

Tax Receivable Agreement

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connection with this offering and in future exchanges and any payments Thomas James Homes makes under the Tax Receivable Agreement, and (ii) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits). See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement.”

Risk factors

You should carefully read and consider the information set forth in the section entitled “Risk Factors” beginning on page 23, together with all of the other information set forth in this prospectus, before deciding whether to invest in our Class A common stock.

Directed Share Program

Listing and trading symbol

We have applied to list our Class A common stock on Nasdaq under the symbol “TJH.”

Unless otherwise noted, Class A common stock outstanding after the offering and other information based thereon in this prospectus does not reflect any of the following:

•	shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

•	shares of Class A common stock issuable under our 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”), including:

(i)	shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees pursuant to the 2021 Equity Incentive Plan immediately after the closing of this offering; and

(ii)	additional shares of Class A common stock to be reserved for future issuance of awards under the 2021 Equity Incentive Plan;

•	shares of Class A common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan (the “2021 ESPP”); and

•	shares of Class A common stock reserved for issuance upon exchange of the Class B units of TJH Opco that will be outstanding immediately after this offering.

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Unless otherwise indicated in this prospectus, all information in this prospectus assumes the completion of the Reorganization and that shares of our Class A common stock will be sold in this offering at an initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus).

Throughout this prospectus, we present performance metrics and financial information regarding the business of TJH Opco (the assets, liabilities and business operations of which were contributed to TJH Opco by TJH Holdco). This information is generally presented on an enterprise-wide basis. The public stockholders, through their ownership of our Class A common stock issued in this offering, will be entitled to receive a pro rata portion of the economics of TJH Opco’s operations through our ownership of Class A units of TJH Opco. Thomas James Homes’ ownership of Class A units initially will represent a minority share of TJH Opco. The members of TJH Holdco initially will continue to hold a majority of the economic interest in the operations of TJH Opco as non-controlling interest holders, through indirect ownership of Class B units of TJH Opco. For information about the levels of economic interests across the different classes of units, see the organizational chart in “—Organizational Structure” above on page 12. Prospective investors should be aware that the owners of our Class A common stock initially will be entitled only to a minority economic position in TJH Opco, and therefore should evaluate performance metrics and financial information in this prospectus accordingly. As Class B units of TJH Opco are exchanged for our Class A common stock over time (or, at our election, for cash), the percentage of the economic interest in TJH Opco’s operations to which Thomas James Homes and the public stockholders are entitled will increase relative to the members of TJH Holdco.

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Summary historical consolidated financial information

The following table sets forth certain summary historical consolidated financial information of TJH Holdco. TJH Holdco is considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering. The following summary historical consolidated statements of operations data for the years ended December 31, 2020 and 2019 and the summary historical consolidated balance sheet data as of December 31, 2020 and 2019 have been derived from the audited consolidated financial statements of TJH Holdco included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended June 30, 2021 and 2020 and the summary historical balance sheet data as of June 30, 2021 have been derived from TJH Holdco’s unaudited condensed consolidated financial statements included elsewhere in this prospectus and are not necessarily indicative of results to be expected for the full year. The unaudited condensed consolidated financial statements were prepared on a basis consistent with our audited financial statements and include, in the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the financial information in those statements. Our historical results and growth rates are not necessarily indicative of the results or growth rates to be expected in future periods. You should read the following summary historical consolidated financial information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated financial information included in this section is not intended to replace, and is qualified in its entirety by, our financial statements and the related notes included elsewhere in this prospectus.

	For the six months ended June 30,		For the year ended December 31,
($ in thousands)	2021	2020	2020	2019
	(unaudited)
Consolidated Statements of Operations Data:
Revenues	$291,101	$51,024	$190,745	$183,035
Cost of sales	245,620	46,246	168,318	173,427
Gross profit	45,481	4,778	22,427	9,608
Gross margin	15.6%	9.4%	11.8%	5.2%
Operating expense	43,373	14,564	37,182	28,059
Other income (loss)	415	(137)	(301)	1,200
Net income (loss)	$1,725	$(9,933)	$(15,056)	$(17,251)
Net income (loss) margin	0.6%	(19.5)%	(7.9)%	(9.4)%

	As of June 30,	As of December 31,
	2021	2020	2019
	(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$23,037	$14,474	$1,561
Real estate inventory	502,676	456,808	296,495
Total assets	588,293	509,121	333,341
Mortgage notes payable⁽¹⁾	336,673	298,601	190,279
Total liabilities	371,707	314,485	195,914
Total members’ equity	216,586	194,636	137,427

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	For the six months ended June 30,		For the year ended December 31,
	2021	2020	2020	2019
	(unaudited)
Non-GAAP Financial Measures and Other Operating Data⁽²⁾:
Adjusted gross profit	$59,275	$8,843	$33,766	$24,165
Adjusted gross margin	20.4%	17.3%	17.7%	13.2%

Active ZIP Codes at end of period⁽³⁾	66	42	51	31
Acquisitions
Buildable units⁽⁴⁾	225	92	234	157
Acquisitions – Volume	$199,943	$104,085	$198,854	$211,959
Home Sales
Units closed⁽⁵⁾	81	19	70	66
Average sales price of closings⁽⁶⁾	$2,726	$2,547	$2,506	$2,773
Homesite Sales
Units closed⁽⁷⁾	13	—	3	—
Average sales price of closings⁽⁸⁾	$2,519	N/A	$2,233	N/A
Inventory Buildable Units⁽⁹⁾	463	246	331	180
BOYH
New contracts⁽¹⁰⁾	32	6	20	5
Closed contracts⁽¹¹⁾	4	—	1	—
Total contracts at the end of the period⁽¹²⁾	52	11	24	5
Contracts under construction at end of period⁽¹³⁾	20	7	11	—
Average value of closed contracts⁽¹⁴⁾	$1,161	—	$1,000	—
Backlog
Backlog units⁽¹⁵⁾	68	31	56	36
Backlog sales value⁽¹⁶⁾	$197,401	$95,314	$152,486	$104,459

(1)

Reflects the aggregate amount of individual acquisition, development and construction notes secured by individual real estate projects. These loans commitments are net of holdback amounts related to property taxes, interest reserves and other contractual holdbacks that are repaid through home and homesite sales closings.

(2)	See “—Non-GAAP Financial Measures” for additional information regarding these non-GAAP financial measures and a reconciliation to the most comparable GAAP measures of each.

(3)	Active ZIP codes represent the ZIP code location of properties in inventory.

(4)	In certain cases, we will purchase one house and build multiple units. Buildable units represents the units expected to be built at the time of acquisition.

(5)	The number of unit sales closed during the period. See Notes 2 and 15 to our audited consolidated financial statements and Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information.

(6)

The average sales price is unit sales revenues divided by units closed. Unit sales revenues were $220.8 million, $48.4 million, $175.4 million and $183.0 million for the six months ended June 30, 2021, six months ended June 30, 2020, the year ended December 31, 2020 and the year ended December 31, 2019, respectively.

(7)	The number of homesites sold in our program of selling homesites prior to or in the early stages of development. Those homesites are then subject to a contract from the homesite purchaser for completion of a home through our BOYH business.

(8)

The average sales price of closings is unit sales revenues divided by units sold. Homesite sales revenues were $32.7 million and $6.7 million for the six months ended June 30, 2021 and the year ended December 31, 2020, respectively. $20.4 million of revenues related to nine properties are excluded from the six month period ended June 30, 2021. See Notes 2 and 15 to our audited consolidated financial statements and Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for additional information.

(9)	Inventory units represents the number of units we own and that are under development and carried in inventory.

(10)	Number of contracts entered into by customers to build homes under our BOYH program.

(11)	Number of BOYH contracts for which the finished home was delivered to the customer during the period.

(12)	Number of BOYH contracts at the end of the period.

(13)	Number of contracts in the BOYH program in active construction at the end of the period.

(14)	The average revenues recognized during the construction period for the BOYH contracts delivered during the period.

(15)	Homes and homesites in inventory subject to sales contracts at the end of the period.

(16)	Aggregate value of sales contracts on homes and homesites in backlog.

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Non-GAAP financial measures

We report our financial results in accordance with GAAP. In addition, management believes that the following non-GAAP financial measures provide investors with additional useful information in evaluating our performance.

Adjusted gross profit and adjusted gross margin

Adjusted gross profit and adjusted gross margin are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define adjusted gross profit as gross profit excluding the effects of capitalized interest. In turn, we define adjusted gross margin as adjusted gross profit expressed as a percentage of revenues. We believe that by adding interest in cost of home sales back to gross margin, investors are able to assess the performance of our homebuilding business excluding our interest cost, allowing a focus on the performance of the underlying homebuilding operations. We believe this information is meaningful as it isolates the impact that leverage has on gross margin and permits investors to make better comparisons with our competitors who adjust gross margins in a similar fashion. See the table below reconciling this non-GAAP financial measure to gross margin, the nearest GAAP equivalent. Because adjusted gross profit and adjusted gross margin exclude capitalized interest, which has real economic effects and could impact our results of operations, the utility of adjusted gross profit and adjusted gross margin information as measures of our operating performance may be limited. In addition, other companies may not calculate adjusted gross profit and adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross profit and adjusted gross margin information should be considered only as a supplement to revenues and gross margin information as a measure of our performance.

The following table presents a reconciliation of adjusted gross profit and adjusted gross margin to the GAAP financial measures of gross profit and gross margin for each of the periods indicated:

	Six Months Ended June 30,		Year Ended December 31,
($ in thousands)	2021	2020	2020	2019
	(unaudited)
Revenues	$291,101	$51,024	$190,745	$183,035
Cost of sales	245,620	46,246	168,318	173,427
Gross profit	45,481	4,778	22,427	9,608
Gross margin	15.6%	9.4%	11.8%	5.2%
Interest expense in cost of sales	13,794	4,065	11,339	14,557
Adjusted gross profit	$59,275	$8,843	$33,766	$24,165
Adjusted gross margin	20.4%	17.3%	17.7%	13.2%

EBITDA and EBITDA margin

EBITDA and EBITDA margin are not measurements of net income (loss) as determined by GAAP but are supplemental non-GAAP financial measures used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define EBITDA as net income (loss) before (i) interest income, (ii) amortized interest through cost of sales, (iii) income tax expense and (iv) depreciation and amortization. Further, we define EBITDA margin as EBITDA expressed as a percentage of revenues.

Management believes EBITDA and EBITDA margin are useful because they allow management to more effectively evaluate our operating performance and compare our results of operations from period to period without regard to our financing methods or capital structure or other items that impact comparability of financial results from period to period. EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization. Although we use EBITDA as a financial measure to assess the performance of our business, the use of this measure is limited because it does not include certain costs, such as interest and taxes, necessary to operate our business. Accordingly, these non-GAAP financial measures should not be considered as alternatives to, or more meaningful than, net income or any other measures as determined in accordance with GAAP. We present EBITDA and EBITDA margin because we believe they provide useful information regarding the factors and trends affecting our business.

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The following table presents a reconciliation of EBITDA and EBITDA margin to the GAAP financial measure of net income (loss) for each of the periods indicated:

	Six Months Ended June 30,		Year Ended December 31,
($ in thousands)	2021	2020	2020	2019
	(unaudited)
Net income (loss)	$1,725	$(9,933)	$(15,056)	$(17,251)
Interest expense in cost of sales	13,794	4,065	11,339	14,557
Depreciation and amortization	107	107	214	247
EBITDA	$15,626	$(5,761)	$(3,503)	$(2,447)
Net income (loss) margin	0.6%	(19.5)%	(7.9)%	(9.4)%
EBITDA margin	5.4%	(11.3)%	(1.8)%	(1.3)%

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Risk factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties described below, together with all other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Class A common stock. The occurrence of any of the following risks, as well as any risks or uncertainties not currently known to us or that we currently do not believe to be material, could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow, in which case, the trading price of our Class A common stock could decline and you could lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements.”

Operational and strategic risks related to our business

Our business has been disrupted by the ongoing COVID-19 pandemic, and a continuation of the COVID-19 pandemic, or emergence or fear of a similar public threat, and the measures that federal, state and local governments and other authorities implement to address it, could have a material adverse effect on our business, sales and results of operations.

In response to the rapid spread of the COVID-19 virus since March 2020, federal, state and local governments have imposed varying degrees of restrictions on business and social activities to contain the COVID-19 virus, including social distancing, quarantine and “stay-at-home” or “shelter-in-place” orders in the markets in which we operate. We have experienced resulting disruptions to our business operations, which have required adjustments to the way we conduct business, including expanding our digital marketing efforts and offering virtual home tours to provide our customers additional ways to safely tour our homes. In addition, sales of our homes slowed significantly, and our construction activities were disrupted, and in some cases halted, during the period from March through June of 2020. We have experienced and may continue to experience delays and disruptions as a result of restrictions on our suppliers, which contribute to shortages, new job site procedures and closures or modifications to the work practices of local construction permitting offices. Although home sales and construction activity improved in the second half of 2020 and have continued to improve in the first half of 2021, there can be no assurance that these trends will continue. Further, demand for certain materials and products (such as appliances and lumber) has outpaced supply as the housing market has rebounded. Federal, state and local governments could impose additional, or extend existing, restrictions on business and social activities, which could cause additional disruptions to, or suspension of, our business operations.

While we continue to assess the COVID-19 pandemic, at this time, we cannot predict with certainty the full impact of the COVID-19 pandemic on our business and financial condition and future results of operations, and the COVID-19 pandemic could adversely impact future financial performance. The ultimate impacts of the COVID-19 pandemic and related mitigation efforts are highly uncertain and subject to change and will depend on future developments, including, among others, the continued efficacy and distribution and adoption rates of vaccines, the development of effective treatments for the COVID-19 virus, the duration of the COVID-19 pandemic, actions taken by governmental authorities, customers, subcontractors, suppliers and other third parties in response to the COVID-19 pandemic, workforce availability and the timing and extent to which normal economic and operating conditions resume. There is also uncertainty as to the effects of economic relief efforts on the U.S. economy, unemployment, customer confidence, demand for our homes and the mortgage market, including lending standards and secondary mortgage markets. Our business could also be negatively impacted over the long term, as the disruptions related to the COVID-19 pandemic could affect customer behavior, lower demand for our services and impair our ability to sell or build homes in our customary manner and generate revenues and cash flows. There is no guarantee that a future outbreak of this pandemic or any other widespread public health emergency will not occur, or that the U.S. economy will fully recover, either of which could materially and adversely affect our business.

Our business is dependent upon our ability to accurately price and manage homesites, and an ineffective pricing or management strategy may have a material adverse effect on our business, sales and results of operations.

We appraise the homesites we buy, on which houses that we plan to demolish currently sit, using data science based on a number of factors, including our knowledge of the real estate markets in which we operate, the anticipated sale proceeds from the home we plan to build on each homesite and the cost to build that home. This

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assessment includes estimates on time of possession, market conditions, construction costs and holding costs. Our profits may be negatively impacted if these estimates are inaccurate. Additionally, following our acquisition of a homesite, if we discover defects or other conditions of the homesite requiring remediation we may need to spend additional funds to build the home or decrease the price of the completed home due to general or local economic conditions. We may be unable to acquire homesites or sell homes at attainable prices or to finance and manage the amount of time it takes us to go from purchasing a homesite to selling that homesite, which we refer to as cycle time and inventory effectively, and accordingly, our revenues, gross margins and results of operations would be affected, which could have a material adverse effect on our business, financial condition and results of operations.

If we do not innovate or fail to provide customers with an efficient and seamless homebuilding experience, our business could be harmed.

The homebuilding industry is active, and the expectations and behaviors of customers and professionals shift constantly and rapidly. Our success depends on our continued innovation to improve upon our Fuse360 platform and single-family homebuilding services that make real estate transactions more efficient and accurate for us and easier and less stressful for our customers. As a result, we must continually invest significant resources in research and development to improve our property valuation, homebuilding management tools and sales and marketing organization. Changes or additions to our platform and homebuilding services may not improve our business or attract or engage our customers and may reduce confidence in our business, negatively impact the quality of our brand, upset other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Furthermore, if we are unable to successfully anticipate or keep pace with home buying patterns and trends and build homes that our customers desire, then those customers may become dissatisfied with us and our market reputation will be negatively affected. If we are unable to continue offering high-quality, customizable, modern homes at attainable pricing, we may be unable to attract additional customers and real estate partners or retain our current customers and real estate partners, which could harm our business, results of operations and financial condition.

If we do not continue to maintain, improve and adapt our Fuse360 platform and marketplace to address the needs of our customers, our subcontractors and other participants in our marketplace, our operating results could be harmed, and our growth could be negatively affected.

Our future success depends in part on our ability to provide an innovative, reliable platform for customers, subcontractors and other participants in our marketplace. Our customers rely on our Fuse360 platform to design their homes, electronically review, mark-up and approve design packages and related bids, perform real-time budget analysis and see construction status updates. Our subcontractors rely on our platform to manage invoicing, approval and payment statuses, works orders, bid submission, change orders and electronic lien releases. Other participants also critically rely on this platform to interact with Thomas James Homes.

Our customers and others may experience a loss of functionality and disruptions of service or connectivity and our subcontractors may not be able to perform their work in a timely manner or choose not to work with us if we fail to maintain our platform. In addition, our subcontractors may choose to retain their existing practices instead of adopting our platform. These factors could increase our costs, damage our brand and lead to a loss of confidence in our business, which could lead potential customers to choose alternative builders or damage our relationships with skilled subcontractors. Further, we must continue to improve and adapt our platform to the changing needs and wants of both our customers and our subcontractors and the operational requirements of the markets in which we operate. Failing to maintain, improve and adapt our platform could cause our operating results to be harmed and our growth to be negatively affected.

Our decision to expand in existing markets or enter new markets may consume significant financial and other resources and may not achieve the desired results.

We regularly evaluate expanding in existing markets or entering new markets, such as our recent expansion into Colorado. Any expansion entails significant costs and expenses and the time of our key personnel, particularly at the outset of the process. We incur costs to enter new markets prior to closing any home sales, and must adjust to competitive environments with which we are unfamiliar and invest to build our brand presence within those markets. Our plans to expand and deepen our market share in our existing markets and expand into additional markets are subject to a variety of risks and challenges. These risks and challenges include the varying economic and demographic conditions of each market, competition from other homebuilders in those markets, our ability to

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establish relationships with market participants, variations in transaction dynamics and pricing pressures. We cannot assure you that we will be able to generate revenues and create business model efficiencies in new markets in the manner we have in our more mature existing markets.

Housing markets in different areas can vary widely and certain markets may be more adaptable to our business model than others. As we continue to expand, we may launch our products and services in markets that prove to be more challenging for our business model. For example, the valuation technologies and systems that we currently use may not be as effective at accurately valuing homesites in new markets. If we are unable to adapt to these new markets and scale effectively, our business and results of operations may be adversely affected. Additionally, our decisions whether to enter into new markets are based, in part, on market studies and/or other data available to us, which may not prove reliable as we develop our market entry criteria. Unsuccessful market expansion may result in losses, diversion of management time and resources and damage to our reputation and brand.

New markets may also subject us to new regulatory environments, which could increase our costs as we evaluate compliance with the new regulatory regime. Notwithstanding the expenses and time devoted to expanding to a new market, we may fail to achieve the financial and market share goals associated with the expansion.

If we cannot manage our expansion efforts efficiently, our market share gains could take longer than planned and our related costs could exceed our expectations. In addition, we could incur significant costs to seek to expand our market share, and still not succeed in attracting sufficient customers to offset such costs.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as construction subcontractors, settlement service providers, lenders, realtors and related professional consultants. We also rely on third party partners, such as real estate listing websites, for referrals. Identifying partners, negotiating and documenting agreements with them, and establishing and maintaining good relationships requires significant time and resources.

In addition, we rely on our relationships with MLS providers in all our markets to find, analyze and respond to acquisition opportunities. Many of the homebuyers and custom builders who compete with us for homesites have similar access to MLS providers and listing data and may be able to source real estate information faster or more efficiently than we can. If we lose existing relationships with MLS providers and other listing providers, whether due to termination of agreements or otherwise, our ability to find, analyze and pursue acquisition opportunities could be impaired and our operating results may suffer.

If we are unsuccessful in establishing or maintaining successful relationships with these and other industry third parties, our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our product or increased revenues.

Our business and results of operations are dependent on the availability, skill and performance of subcontractors.

We engage subcontractors to perform the construction of our homes and, in many cases, to procure the materials used in constructing our homes. Accordingly, the timing and quality of our construction depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable subcontractors and believe that our relationships with subcontractors are good, we do not have long-term contractual commitments with any subcontractors, and we can provide no assurance that skilled subcontractors will continue to be available at reasonable rates and in our existing markets. In addition, as we expand into new markets, we typically must develop new relationships with subcontractors in such markets, and there can be no assurance that we will be able to do so in a cost-effective and timely manner, or at all. The inability to contract with skilled subcontractors at reasonable rates on a timely basis could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Despite our quality control efforts, we may discover from time to time that our subcontractors have engaged in improper construction practices or have installed defective materials in our homes. When we discover these issues, we utilize our subcontractors to repair the homes in accordance with our new home warranty and as required by law. The costs of satisfying our warranty and other legal obligations in these instances may be significant, and we may be unable to recover the costs of warranty-related repairs from subcontractors, suppliers and insurers, which

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could have a material adverse impact on our business, prospects, liquidity, financial condition and results of operations. We may also suffer reputational damage from the actions of subcontractors, which are beyond our control.

A shortage of building materials or labor, or increases in materials or labor costs, could delay or increase the cost of home construction, which could materially and adversely affect our business.

The residential construction industry experiences labor and material shortages from time to time, including shortages in qualified subcontractors, tradespeople and supplies of insulation, drywall, cement, steel and lumber. These labor and material shortages can be more severe during periods of strong demand for housing, during periods following natural disasters that have a significant impact on existing residential and commercial structures or a result of broader economic disruptions, such as the COVID-19 pandemic. It is uncertain whether these shortages will continue as is, improve or worsen. Further, pricing for labor and materials can be affected by the factors discussed above and various other national, regional, local, economic and political factors, including changes in immigration laws, trends in labor migration and tariffs. For example, the cost of lumber has been impacted by government-imposed tariffs as well as supply-chain disruptions caused by the closing of lumber mills due to the COVID-19 pandemic. Lumber prices fell sharply in early 2020 due to the onset of the COVID-19 pandemic to their lowest levels since early 2016 but subsequently reached an all-time high in May 2021. While lumber prices have declined recently, they remain volatile. We currently do not hedge against fluctuations in lumber or other prices. We may in the future obtain one or more forms of price protection in the form of swap agreements, price cap contracts or similar agreements to hedge against the possible negative effects of lumber or other price increases. We cannot, however, assure you that any hedging will adequately relieve the adverse effects of price increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties.

Further, our success in recently-entered markets or those we may choose to enter in the future depends substantially on our ability to source labor and local materials on terms that are favorable to us. Our markets may exhibit a reduced level of skilled labor relative to increased homebuilding demand in these markets. In the event of shortages in labor or materials in such markets, local subcontractors, tradespeople and suppliers may choose to allocate their resources to homebuilders with an established presence in the market and with whom they have longer-standing relationships with. Labor and material shortages and price increases for labor and materials could cause delays in and increase our costs of home construction, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Increases in our home cancellation rate could have a negative impact on our home sales revenues, results of operations, backlog and cost of sales.

Our backlog reflects sales contracts with customers for homes and homesites that have not yet been delivered. All of our customers must make a deposit within seven days of signing a sales contract. Generally, we have the right to retain the deposit if the homebuyer fails to comply with their obligations under the sales contract, subject to certain exceptions, including as a result of inspections, appraisals, state and local law, the homebuyer’s inability to sell their current home or the homebuyer’s inability to obtain suitable financing. Such exceptions are negotiated with each homebuyer on a case-by-case basis.

Home order cancellations can result from a number of factors, including declines in the market value of homes, increases in the supply of homes available to be purchased, increased competition, higher mortgage interest rates, customers’ inability to sell their existing homes, customers’ inability to obtain suitable financing, including providing sufficient down payments, and adverse changes in economic conditions. While we prequalify our customers in an effort to minimize cancellations, these efforts may not be successful. Home order cancellations can negatively impact home sales revenues and results of operations, as well as the number of homes and homesites in backlog. In addition, customers may select unique, custom features as part of the home building process that, in the event of a cancellation, may require us to incur expenses to remodel the constructed home to make it more suitable for the average homebuyer. While we require deposits for customizations, which are separate from the deposits required by our home sales contracts, these deposits may not be sufficient to cover the remodeling expenses, and our cost of sales may increase as a result.

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Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired.

We believe that the brand identity that we have developed has significantly contributed to the success of our business, and maintaining and enhancing the “Thomas James Homes” brand is critical to expanding our customer base with both current and future partners. If we fail to promote and maintain the “Thomas James Homes” brand standard, or if we incur excessive expenses in this effort, our business, operating results and financial condition could be adversely affected and our ability to expand our customer base will be impaired.

Our business model and growth strategy depend on our marketing efforts and ability to attract buyers in a cost-effective manner.

Our long-term success depends in part on our ability to continue to attract more buyers in each of our existing and future markets. Our marketing efforts may not succeed for a variety of reasons, including limitations on our ability to display advertising on construction site fencing at our active job sites at the request of a customer or for other reasons, a deterioration in relationships with key real estate brokers or ineffective campaigns across marketing channels. External factors beyond our control may also affect the success of our marketing initiatives, such as buyers and sellers failing to respond to our marketing initiatives, zoning changes or restrictions imposed by homeowners’ associations and competition from third parties. Any of these factors could reduce our number of customers or increase our costs.

We are subject to warranty and liability claims arising in the ordinary course of business that can be significant.

As a homebuilder, we are subject to construction defect, product liability and home and other warranty claims, including moisture intrusion and related claims, arising in the ordinary course of business. These claims are common to the homebuilding industry and can be costly. There can be no assurance that any homes we build will be free from defects once completed, and any defects attributable to us may lead to significant contractual or other liabilities. We rely on subcontractors to perform the construction of our homes and, in some cases, to select and obtain building materials. Although we provide subcontractors with detailed specifications and perform quality control procedures, subcontractors may, in some cases, use improper construction processes or defective materials. Defective products used in the construction of our homes can result in the need to perform extensive repairs. The cost of performing such repairs, or litigation arising out of such issues, may be significant if we are unable to recover the costs from subcontractors, suppliers and/or insurers. Warranty and construction defect matters can also result in negative publicity, including on social media outlets, which could damage our reputation and negatively affect our ability to sell homes.

We maintain, and require our subcontractors to maintain, general liability insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance and generally seek to require our subcontractors to indemnify us for liabilities arising from their work. While these insurance policies, subject to deductibles and other coverage limits, and indemnities protect us against a portion of our risk of loss from claims related to our homebuilding activities, we cannot provide assurance that these insurance policies and indemnities will be adequate to address all our home and other warranty, product liability and construction defect claims in the future, or that any potential inadequacies will not have an adverse effect on our business, financial condition or results of operations. Further, the coverage offered by, and the availability of, general liability insurance for completed operations and construction defects are currently limited and costly. We cannot provide assurance that coverage will not be further restricted, increasing our risks and financial exposure to claims, and/or become costlier.

If we are unable to construct homes within expected timeframes, our results of operations could be adversely affected.

Delays in development or construction, including delays associated with subcontractors, shortages of building materials or labor and the impact of the COVID-19 pandemic on the permitting process, expose us to the risk of changes in market conditions for homes as well as increased carry costs. In addition, the construction of a home could also be subject to delays created by the actions of individuals, community organizations or advocacy groups against the replacement of existing homes. A decline in our ability to develop and market our homes successfully and to generate positive cash flow from these operations in a timely manner could have a material adverse effect on our business and results of operations and on our ability to service our debt and to meet our working capital requirements.

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The estimates, forecasts and projections relating to our markets prepared by Zonda are based upon numerous assumptions and have not been independently verified by us.

This prospectus contains estimates, forecasts and projections relating to our markets that were prepared for us for use in connection with this offering by Zonda, an independent research provider and consulting firm focused on the housing industry. See “Market Opportunity” in this prospectus for additional information. The estimates, forecasts and projections relate to, among other things, employment, demographics, household income and home sales prices. These estimates, forecasts and projections are based on data (including third-party data), significant assumptions, proprietary methodologies and the experience and judgment of Zonda, and we have not independently verified this information.

The estimates, forecasts and projections are forward-looking statements and involve risks and uncertainties that may cause actual results to be materially different from the projections. Zonda has made these estimates, forecasts and projections based on studying the historical and current performance of the residential housing market and applying Zonda’s qualitative knowledge about the residential housing market. The future is difficult to predict, particularly given that the economy and housing markets can be cyclical and are subject to changing customer and market psychology and governmental policies related to mortgage regulations and interest rates. There will usually be differences between projected and actual outcomes because events and circumstances frequently do not occur as expected, and such differences may be material. In addition, the COVID-19 pandemic has caused an unexpected market disruption that has had, and could continue to have, major impacts on the world and U.S. economies, as well as local economies and housing markets. Accordingly, the estimates, forecasts and projections included in this prospectus might not occur or might occur to a different extent or at a different time.

For the foregoing reasons, Zonda cannot provide any assurance that the estimates, forecasts and projections contained in this prospectus are accurate, actual outcomes may vary significantly from those contained or implied by the estimates, forecasts and projections and you should not place undue reliance on these estimates, forecasts and projections. We have not independently verified these estimates, forecasts and projections. Except as required by law, we are not obligated to, and do not intend to, update the statements in this prospectus to conform to actual outcomes or changes in our or Zonda’s expectations.

We may suffer significant financial harm and loss of reputation if we do not comply, cannot comply or are alleged to have not complied with applicable laws, rules and regulations concerning our classification and compensation practices for independent contractors.

We retain various independent contractors, either directly or indirectly through third-party entities formed by these independent contractors for their business purposes. With respect to these independent contractors, we are subject to the Internal Revenue Service (the “IRS”) regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it might be determined that the independent contractor classification is inapplicable to any sales agents, vendors or any other entity characterized as an independent contractor. Further, if legal standards for the classification of independent contractors change or appear to be changing, we may need to modify our compensation and benefits structure for such independent contractors, including by paying additional compensation or reimbursing expenses.

There can be no assurance that legislative, judicial, administrative or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change the independent contractor classification of any individual or vendor currently characterized as independent contractors doing business with us. Although management believes that there are no proposals currently pending that would significantly change the independent contractor classification, potential changes, if any, with respect to such classification could have a significant effect on our operating model. Further, the costs associated with any such potential changes could have a significant effect on our results of operations and financial condition if we were unable to pass through to our customers an increase in price corresponding to such increased costs. Additionally, we could incur substantial costs, penalties and damages, including back pay, unpaid benefits, taxes, expense reimbursement and attorneys’ fees, in defending future challenges to our employment classification or compensation practices.

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Our business could be adversely affected by changes in immigration or work authorization oversight laws and policies.

We depend on our subcontractors and their employees to construct our homes. The supply of labor in the markets in which we operate could be adversely affected by changes in immigration laws and policies as well as changes in immigration trends. The federal government and state governments from time to time consider and implement changes to immigration laws, regulations or enforcement programs. These changes may increase our compliance and oversight obligations, which could subject us to additional costs and make our subcontractor hiring process more cumbersome or reduce the availability of potential subcontractors. Termination of a significant number of subcontractors due to work authorization or other regulatory issues may disrupt our operations, cause increases in our labor costs and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with applicable law and regulations relating to federal and state immigration laws. These factors could have a material adverse effect on our reputation, business, financial condition and results of operations.

We could be adversely affected by efforts to impose joint employer liability on us for labor law violations committed by our subcontractors.

Our homes are constructed by employees of subcontractors and other third parties. We do not have the ability to control what these parties pay their employees or the rules they impose on their employees. However, various governmental agencies have taken actions to hold parties like us responsible for violations of wage and hour laws and other labor laws by subcontractors. Governmental rulings that could hold us responsible for labor practices by our subcontractors could create substantial exposures for us under our subcontractor relationships, which could have a material adverse impact on our business, prospects, liquidity, financial condition and results of operations.

We are subject to litigation, arbitration or other claims which could materially and adversely affect us.

We are subject to litigation and we may in the future be subject to enforcement actions, such as claims relating to our operations, securities offerings and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Although we have established warranty, claim and litigation reserves that we believe are adequate, we cannot be certain of the ultimate outcomes of any claims that may arise in the future, and legal proceedings may result in the award of substantial damages against us beyond our reserves. Resolution of these types of matters against us may result in our having to pay significant fines, judgments or settlements, which, if uninsured or in excess of insured levels, could adversely impact our earnings and cash flows, thereby materially and adversely affecting us. Furthermore, plaintiffs may in certain of these legal proceedings seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. Certain litigation or the resolution thereof may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

We may suffer uninsured losses or material losses in excess of insurance limits.

We could suffer physical damage to property and liabilities resulting in losses that may not be fully recoverable by insurance. Insurance against certain types of risks, such as terrorism, earthquakes, floods or personal injury claims, may be unavailable, available in amounts that are less than the full market value or replacement cost of investment or underlying assets or subject to a large deductible or self-insurance retention amount. In addition, there can be no assurance that certain types of risks that are currently insurable will continue to be insurable on an economically feasible basis. Should an uninsured loss or a loss in excess of insured limits occur or be subject to deductibles or self-insurance retention, we could sustain financial loss or lose capital invested in the affected property, as well as anticipated future income from that property. Furthermore, we could be liable to repair damage or meet liabilities caused by risks that are uninsured or subject to deductibles. We may also be liable for any debt or other financial obligations related to affected property.

Information system failures, cyber incidents or breaches in security could adversely affect us.

We rely on accounting, financial, operational, management and other information systems to conduct our operations. Our information systems are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, security breaches, including malware and phishing, cyberattacks,

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natural disasters, usage errors by our employees and other related risks. Any cyber incident or attack or other disruption or failure in these information systems, or other systems or infrastructure upon which they rely, could adversely affect our ability to conduct our business and could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations. Furthermore, any failure or security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation or a loss of confidence in our security measures, which could harm our business and could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations. Although we have implemented systems and processes intended to secure our information systems, there can be no assurance that our efforts to maintain the security and integrity of our information systems will be effective or that future attempted security breaches or disruptions would not be successful or damaging.

Acts of war or terrorism may seriously harm our business.

Acts of war, any outbreak or escalation of hostilities between the United States and any foreign power or acts of terrorism may cause disruption to the U.S. economy, or the local economies of the markets in which we operate, cause shortages of building materials, increase costs associated with obtaining building materials, result in building code changes that could increase costs of construction, result in uninsured losses, affect job growth and consumer confidence or cause economic changes that we cannot anticipate, all of which could reduce demand for our homes and adversely impact our business, prospects, liquidity, financial condition and results of operations.

Negative publicity could adversely affect our reputation as well as our business, financial results and stock price.

Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business performance or prospects may affect our stock price and the performance of our business, regardless of its accuracy or inaccuracy. The speed at which negative publicity can be disseminated has increased dramatically with the capabilities of electronic communication, including social media outlets, websites, blogs, newsletters and other digital platforms. Our success in maintaining, extending and expanding our brand image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative commentary from any media outlets, including as a result of actions taken by community organizations or advocacy groups against the construction of our homes, could damage our reputation, reduce the demand for our homes and cause delays on the timing of our construction projects and home sales, any of which could adversely affect our business.

Changes in accounting rules, assumptions and/or judgments could materially and adversely affect us.

Accounting rules and interpretations for certain aspects of our financial reporting are highly complex and involve significant assumptions and judgment. These complexities could lead to a delay in the preparation and dissemination of our financial statements. Furthermore, changes in accounting rules and interpretations or in our accounting assumptions and/or judgments, such as those related to asset impairments, could significantly impact our financial statements. In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Any of these circumstances could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Access to financing sources may not be available on favorable terms, or at all, which could adversely affect our ability to grow our business.

Our access to additional third-party sources of financing will depend, in part, on:

•	general market conditions;

•	the duration and effects of the COVID-19 pandemic;

•	the market’s perception of our growth potential;

•	our current debt levels;

•	our current and expected future earnings;

•	our cash flow; and

•	the market price per share of our common stock.

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The global credit and equity markets and the overall economy can be extremely volatile, which could have a number of adverse effects on our operations and capital requirements. For the past decade, the domestic financial markets have experienced a high degree of volatility, uncertainty and, during certain periods, tightening of liquidity in both the high yield debt and equity capital markets, resulting in certain periods when new capital has been both more difficult and more expensive to access. If we are unable to access the credit markets, we could be required to defer or eliminate important business strategies and growth opportunities in the future. In addition, if there is prolonged volatility and weakness in the capital and credit markets, potential lenders may be unwilling or unable to provide us with financing that is attractive to us or may increase collateral requirements or may charge us prohibitively high fees in order to obtain financing. Consequently, our ability to access the credit market in order to attract financing on reasonable terms may be adversely affected. Investment returns on our assets and our ability to make acquisitions could be adversely affected by our inability to secure additional financing on reasonable terms, if at all.

Depending on market conditions at the relevant time, we may have to rely more heavily on additional equity financings or on less efficient forms of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations, future business opportunities and other purposes. We may not have access to such equity or debt capital on favorable terms at the desired times, or at all.

We may change our operational policies, investment guidelines and our business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future.

Our board of directors will determine our operational policies, investment guidelines and our business and growth strategies. Our board of directors may make changes to, or approve transactions that deviate from, those policies, guidelines and strategies without a vote of, or notice to, our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this prospectus. Under any of these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Risks related to technology

Any significant disruption in service in our computer systems and third-party networks and mobile infrastructure that we depend on could result in a loss of customers or adverse effects on other participants in our marketplace, and we may be unable to maintain and scale the technology underlying our offerings.

Customers, potential customers, subcontractors and other participants in our marketplace access our platform primarily through our website. Our ability to attract, retain and serve customers depends on the reliable performance and availability of our website and technology infrastructure. Furthermore, we depend on the reliable performance of third-party networks and mobile infrastructure. The proper operation of these networks and infrastructure is beyond our control, and service interruptions or website unavailability could impact our ability to service our customers in a timely manner, which may have an adverse effect on existing and potential customer relationships.

Our information systems and technology may not be able to continue to accommodate our growth and may be subject to security risks. The cost of maintaining such systems may increase. Such a failure to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on our business and results of operations and could result in a loss of customers.

In the future, we may be party to intellectual property rights claims and other litigation that are expensive to support and, if resolved adversely, could have a significant impact on us.

Our success depends in part on us not infringing upon the intellectual property of others. Our competitors and other third parties may own or claim to own intellectual property relating to the real estate industry. In the future, third parties may claim that we are infringing on their intellectual property rights, and we may be found to be infringing such rights. Any claims or litigation could cause us to incur significant expenses. If such claims are successfully asserted against us, it would require additional damages or ongoing licensing payments, prevent us from offering our services or require us to comply with unfavorable terms. Even if we were to prevail, the time and resources necessary to resolve such disputes could costly, time-consuming and divert the attention of

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management and key personnel from our business operations. If we are not successful in defending ourselves against these claims, we may be required to pay damages and may be subject to injunctions, each of which could harm our business, results of operations, financial condition and reputation.

We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services. Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

We rely on products, technologies and intellectual property that we license from third parties for use in our services. We cannot assure that these third-party licenses, or support for such licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products that include or incorporate the licensed intellectual property.

We cannot be certain that our licensors are not infringing the intellectual property rights of others or that our suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our services containing that technology could be severely limited and our business could be harmed. Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

We receive, store and process personal information and other customer information, or personal information. There are numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, disclosure and protection of personal information, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries or conflict with other rules. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices and the internet may be applicable to our business, such as the Telephone Consumer Protection Act (the “TCPA”), the CAN-SPAM Act and similar state consumer protection laws. We generally seek to comply with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible. It is possible, however, that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or regulations, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of personally identifiable information or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others. Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, pay significant damages. Further, these proceedings and any subsequent adverse outcomes may cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of personal information, or regarding the manner in which the express or implied consent of customers for the use and disclosure of personal information is obtained, could require us to modify our products and features, possibly in a material manner and subject to increased compliance costs, which may limit our ability to develop new features that make use of the personal information that our customers voluntarily share. For example, the California Consumer Privacy Act (the “CCPA”), which took effect on January 1, 2020, imposes obligations and

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restrictions on companies regarding their collection, use, and sharing of personal information and provides new and enhanced data privacy rights to California residents. The CCPA imposes a severe statutory damages framework. Several other states are actively considering privacy laws, which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action litigation and carry significant potential liability for our business.

Any of the foregoing could materially adversely affect our brand, reputation, business, results of operations, and financial condition.

Industry and economic risks

The housing market may not continue to grow at the same rate, or may decline, and any decline in our markets or for the homebuilding industry generally may materially and adversely affect our business and financial condition.

We cannot predict whether and to what extent the housing markets in the geographic areas in which we operate will continue to grow, particularly if interest rates for mortgage loans, land costs and construction costs rise. Other factors that might impact growth in the homebuilding industry include uncertainty in domestic and international financial, credit and consumer lending markets amid slow economic growth or recessionary conditions in various regions or industries around the world, including as a result of the COVID-19 pandemic, tight lending standards and practices for mortgage loans that limit consumers’ ability to qualify for mortgage financing to purchase a home, including increased minimum credit score requirements, credit risk/mortgage loan insurance premiums and/or other fees and required down payment amounts, higher home prices, more conservative appraisals, changing consumer preferences, higher loan-to-value ratios and extensive buyer income and asset documentation requirements, changes to mortgage regulations, population decline or slower rates of population growth in our markets or Federal Reserve policy changes. Given these factors, we can provide no assurance that the present housing market will continue to be strong, whether overall or in our markets. Because we depend on a limited number of markets for substantially all of our home sales, if these markets experience downturns in the housing market, our business, prospects and results of operations would be adversely impacted even if conditions in the broader economy or housing market did not suffer such a decline.

If there is limited economic growth, declines in employment and consumer income, changes in consumer behavior, including as a result of the COVID-19 pandemic, and/or tightening of mortgage lending standards, practices and regulation in the geographic areas in which we operate, or if interest rates for mortgage loans or home prices rise, there could likely be a corresponding adverse effect on our business, prospects, liquidity, financial condition and results of operations, including, but not limited to, the number of homes we sell, our average sales price of homes closed and the amount of revenues or profits we generate, and such effect may be material.

Regional factors affecting the homebuilding industry in our current markets could materially and adversely affect us.

Our business today is focused on the acquisition of suitable homesites and the design, construction and sale of primarily single-family homes in Southern California, Northern California, the Pacific Northwest and Colorado. A prolonged economic downturn in the future in one or more of these areas, or a particular industry that is fundamental to one or more of these areas, particularly within California, our largest market, could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations. Furthermore, if buyer demand for new homes in these markets decreases, home prices could decline, which would have a material adverse effect on our business.

The urban custom homebuilding industry is competitive, and if we are not able to successfully compete for homesites or offer better value to our customers, our business could decline.

We compete for desirable homesites in our urban housing markets with individual customers and smaller local custom homebuilders. In many cases, individual customers place a higher value on homesites with existing older homes than we do. Our business model requires us to tear down any existing structures before beginning construction, and we may be unable to bid competitively on such homesites while preserving acceptable margins. In addition, we regularly bid for homesites against smaller local custom homebuilders.

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We also compete for customers in our urban housing markets primarily with smaller local custom homebuilders, some of which may have lower operating costs than us or may be willing to operate at lower margins than we consider acceptable. Many of our competitors also have longer operating histories and longstanding relationships with subcontractors and suppliers in the markets in which we operate or to which we may expand. This may give our competitors an advantage in marketing their products, securing materials and labor at lower prices and allowing their homes to be delivered to customers more quickly and at more favorable prices. We compete for, among other things, customers, financing, materials and skilled management and labor resources.

To a lesser extent, we also compete against national and regional builders. These builders are often able to offer homes in suburban and exurban areas at lower prices or that are larger or have more amenities due to lower land acquisition and development costs. Other qualitative factors, including school district prestige or performance, lower taxes or personal security perceptions, may make these communities more attractive to potential customers than homes in the urban housing markets that we target.

Increased competition could hurt our business, as it could prevent us from acquiring attractive homesites on which to build homes or make such acquisitions more expensive, hinder our market share expansion and cause us to increase our selling incentives and reduce our prices. These risks may be exacerbated if an institutional production-scale developer enters the urban housing markets in which we operate. Additionally, an oversupply of homes available for sale or discounting of home prices could periodically adversely affect demand for our homes in certain markets and could adversely affect pricing for homes in the markets in which we operate.

If we are unable to compete effectively in our markets, our business could decline disproportionately to our competitors, and our results of operations and financial condition could be adversely affected. We can provide no assurance that we will be able to continue to compete successfully in any of our markets. Our inability to continue to compete successfully in any of our markets could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

New and existing laws and regulations or other governmental actions may increase our expenses, limit the number of homes that we can build or delay completion of our projects.

We are subject to numerous local, state, federal and other statutes, ordinances, rules and regulations concerning zoning, building design, construction, accessibility, anti-discrimination and other matters. Specifically, we may encounter zoning changes that impact our operations. For example, some cities have taken steps toward eliminating the development of single-family homes in favor of multi-family units. If this were to happen in our markets, we would need to modify our operations to design and build multi-family units. Additionally, difficulties or failures in obtaining required permits or other regulatory approvals could delay or prevent our construction projects from moving forward, and the suspension of, or inability to renew, a permit could interrupt ongoing projects. As a result of any of these statutes, ordinances, rules or regulations, the timing of our construction projects and home sales could be delayed, the number of our home sales could decline and/or our costs could increase, which could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Changes to population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.

Slower rates of population growth or population declines in our key markets in the United States, especially as compared to the high population growth rates in prior years, could affect the demand for housing, cause home prices in these markets to fall and adversely affect our plans for growth and our business, financial condition and operating results. Furthermore, while we have recently observed an increase in our business as a result of people moving to the suburbs during the COVID-19 pandemic, we cannot assure you that this trend will continue or not reverse.

Any limitation on, or reduction or elimination of, tax benefits associated with homeownership would have an adverse effect upon the demand for homes, which could be material to our business.

While tax laws generally permit significant expenses associated with homeownership, primarily mortgage interest expense and real estate taxes, to be deducted for the purpose of calculating an individual’s federal and, in many cases, state taxable income, the ability to deduct mortgage interest expense and real estate taxes for federal income tax purposes is limited. The federal government or a state government may change its income tax laws by

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eliminating, limiting or substantially reducing these income tax benefits without offsetting provisions, which may increase the after-tax cost of owning a new home for many of our potential customers. For example, the Tax Cuts and Jobs Act, which became effective January 1, 2018, contained substantial changes to the Internal Revenue Code of 1986, as amended (the “Code”), including (i) limitations on the ability of our customers to deduct property taxes, (ii) limitations on the ability of our customers to deduct mortgage interest and (iii) limitations on the ability of our customers to deduct state and local income taxes. Any further future changes may have an adverse effect on the homebuilding industry in general. For example, the further loss or reduction of homeowner tax deductions could decrease the demand for new homes. Any such future changes could also have a material adverse impact on our business, prospects, liquidity, financial condition and results of operations.

Fluctuations in real estate values may require us to write-down the book value of our real estate assets.

The homebuilding industry is subject to significant variability and fluctuations in real estate values. As a result, we may be required to write-down the book value of our real estate assets in accordance with GAAP, and some of those write-downs could be material. Any material write-downs of assets could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.

Tightening of mortgage lending standards and mortgage financing requirements, untimely or incomplete mortgage loan originations for our customers and rising mortgage interest rates could adversely affect the availability of mortgage loans for potential purchasers of our homes and thereby materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

Most of our customers finance their purchases through lenders that provide mortgage financing. Mortgage interest rates have generally trended downward for the last several decades and reached historic lows in late 2020 and early 2021, which has made the homes we sell more affordable. We cannot, however, predict whether mortgage interest rates will remain low or rise. If mortgage interest rates increase, the ability of prospective customers to finance home purchases may be adversely affected, and, as a result, our operating results may be significantly negatively impacted. Our homebuilding activities are dependent upon the availability of mortgage financing to customers, which is expected to be impacted by continued regulatory changes and fluctuations in the risk appetites of lenders. The financial documentation, down payment amounts and income to debt ratio requirements are subject to change and could become more restrictive.

In addition, certain current regulations impose, and future regulations may strengthen or impose new, standards and requirements relating to the origination, securitization and servicing of residential consumer mortgage loans, which could further restrict the availability and affordability of mortgage loans and the demand for such loans by financial intermediaries and, as a result, adversely affect our home sales, financial condition and results of operations. Further, if, due to credit or consumer lending market conditions, reduced liquidity, increased risk retention or minimum capital level obligations and/or regulatory restrictions related to certain regulations, laws or other factors or business decisions, these lenders refuse or are unable to provide mortgage loans to our customers, or increase the costs to borrowers to obtain such loans, the number of homes we close and our business, prospects, liquidity, financial condition and results of operations may be materially adversely affected.

Many of our potential move-up customers must sell their existing homes in order to buy a home from us. A limited availability of suitable mortgage financing could prevent customers from buying our homes and could prevent buyers of our customers’ homes from obtaining mortgages they need to complete such purchase, either of which could result in potential customers’ inability to buy a home from us. If potential customers or the buyers of our customers’ current homes are not able to obtain suitable financing, the result could have a material adverse effect on our sales, profitability, ability to service our debt obligations and future cash flows.

Interest rate changes, and the failure to hedge against them, may adversely affect us.

We have in the past and may in the future borrow money to finance acquisitions related to homesites, construction activity or other companies. The borrowings may bear interest at variable rates. Interest rate changes could affect our interest payments, and our future earnings, results of operations and cash flows may be adversely affected, assuming other factors are held constant.

We currently do not hedge against interest rate fluctuations. We may in the future obtain one or more forms of interest rate protection in the form of swap agreements, interest rate cap contracts or similar agreements to hedge against the possible negative effects of interest rate fluctuations. We cannot, however, assure you that any

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hedging will adequately relieve the adverse effects of interest rate increases or that counterparties under these agreements will honor their obligations thereunder. In addition, we may be subject to risks of default by hedging counterparties. Adverse economic conditions could also cause the terms on which we borrow to be unfavorable. We could be required to liquidate one or more of our assets at times which may not permit us to receive an attractive return on our assets in order to meet our debt service obligations.

Natural disasters, severe weather and adverse geologic conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect us.

Our homebuilding operations are located in many areas that are subject to natural disasters, severe weather or adverse geologic conditions. These include, but are not limited to, hurricanes, tornadoes, droughts, floods, brushfires, wildfires, prolonged periods of precipitation, landslides, soil subsidence, earthquakes and other natural disasters. Our corporate headquarters are located in Aliso Viejo, California, an area that is impacted by earthquakes and severe wildfires, and our operations may be substantially disrupted if our corporate headquarters are forced to close. The occurrence of any of these events could damage our homesites and projects, cause delays in completion of our projects, reduce consumer demand for housing and cause shortages and price increases in labor or materials, any of which could affect our sales and profitability. Furthermore, the occurrence of natural disasters, severe weather and other adverse geologic conditions has increased in recent years due to climate change and may continue to increase in the future. Climate change may have the effect of making the risks described above occur more frequently and more severely, which could amplify the adverse impact on our business, prospects, liquidity, financial condition and results of operations.

There are some risks of loss for which we may be unable to purchase insurance coverage. For example, losses associated with hurricanes, landslides, prolonged periods of precipitation, earthquakes and other weather-related and geologic events may not be insurable and other losses, such as those arising from terrorism, may not be economically insurable. A sizeable uninsured loss could materially and adversely affect our business, prospects, liquidity, financial condition and results of operations.

We and our subcontractors are subject to environmental laws, which may increase our costs, result in liabilities, delay completion of our projects and adversely affect our financial condition, results of operations and cash flows.

We and our subcontractors are subject to various federal, state and local environmental laws, ordinances, rules and regulations, including those promulgated by the Environmental Protection Agency and analogous state agencies. As current and former owners, lessees and operators of real property, we can be held liable for the investigation or remediation of contamination at or from such properties, in some circumstances irrespective of whether we knew of or caused such contamination. Our construction costs may increase and we may face future investigation and remediation costs as a result of the presence of hazardous substances such as petroleum products or asbestos, the discovery of currently unknown environmental conditions, more stringent standards regarding existing contamination or changes in legislation, laws, ordinances, rules or regulations or their interpretation or enforcement. More burdensome environmental regulatory requirements may increase our costs, result in liabilities, delay completion of our projects and adversely affect our financial condition, results of operations and cash flows.

Environmental laws and regulations relating to climate change and energy can have an adverse impact on our activities, operations and profitability and on the availability and price of certain materials, such as lumber, steel and concrete.

There is a growing concern from advocacy groups and the general public that the emissions of greenhouse gases and other human activities have caused, and will continue to cause, significant changes in weather patterns and temperatures and the frequency and severity of natural disasters. Government mandates, standards and regulations enacted in response to these projected climate change impacts and concerns could result in restrictions on land use in certain areas or increased energy, transportation and material costs. A variety of new legislation has been and may, in the future, be enacted or considered for enactment at the federal, state and local levels relating to climate change and energy. This legislation could relate to, for example, matters such as greenhouse gas emissions control and building and other codes that impose energy efficiency standards or require energy saving construction materials. New building or other code requirements that impose stricter energy efficiency standards or requirements for building materials could significantly increase our cost to construct homes. As climate change concerns continue to grow, legislation, regulations, mandates, standards and other

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requirements of this nature are expected to continue to be enacted and become costlier for us to comply with. Similarly, energy-related initiatives affect a wide variety of companies throughout the United States, and, because our operations are heavily dependent on significant amounts of materials, such as lumber, steel and concrete, these initiatives could have an adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade or similar energy-related regulations or requirements.

Compliance with occupational safety and health requirements and best practices can be costly, and noncompliance with such requirements may result in potentially significant penalties, operational delays and adverse publicity.

The fabrication and installation of building products may pose certain health and safety risks to our employees and subcontractors. Our operations are subject to regulation under the U.S. Occupational Safety and Health Act (“OSHA”) and equivalent state laws. Changes to OSHA requirements, or stricter interpretation or enforcement of existing laws or regulations, could result in increased costs. If we fail to comply with applicable OSHA regulations, even if no work-related serious injury or death occurs, we may be subject to civil or criminal enforcement and be required to pay substantial penalties, incur significant capital expenditures, or suspend or limit operations. Any accidents, citations, violations, injuries or failure to comply with industry best practices may subject us to adverse publicity, damage our reputation and competitive position and adversely affect our business.

Volatility in the credit and capital markets may impact our cost of capital and our ability to access necessary financing and the difficulty in obtaining sufficient capital could prevent us from acquiring homesites for our home construction or increase costs and delays in the completion of our homebuilding expenditures.

If we require working capital greater than that provided by our operations and our available financing sources, we may be required to seek to increase the amount available under our existing financing arrangements or to seek alternative financing, which might not be available on terms that are favorable or acceptable. If we are required to seek financing to fund our working capital requirements, volatility in credit or capital markets may restrict our flexibility to successfully obtain additional financing on terms acceptable to us, or at all. If we are at any time unsuccessful in obtaining sufficient capital to fund our planned homebuilding expenditures, we may experience a substantial delay in the completion of homes then under construction, or we may be unable to control or purchase finished building homesites. Any delay could result in cost increases and could have a material adverse effect on our sales, profitability, stock performance, ability to service our debt obligations and future cash flows. In connection with this offering, we intend to enter into our new credit facility. There can be no assurance, however, that we are able to obtain financing under our new credit facility on terms favorable to us, if at all. Another source of liquidity includes our ability to use letters of credit and surety bonds that are generally issued. These letters of credit and surety bonds relate to certain performance-related obligations. These letters of credit and surety bonds are generally subject to certain financial covenants and other limitations. If we are unable to obtain adequate financing when required, or the conditions imposed by lenders increase significantly, our liquidity and results of operations could be adversely affected.

Any future indebtedness could adversely affect our financial condition.

We are in the process of negotiating our new credit facility. There can be no assurance that we will be successful in entering into our new credit facility. For more information regarding our new credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources— Planned New Credit Facility.”

In addition, subject to any limits that may be contained in our new credit facility, we may incur substantial additional debt from time to time. Any borrowings we may incur in the future would have several important consequences for our future operations, including that:

•	covenants contained in the documents governing such indebtedness may require us to meet or maintain certain financial tests, which may affect our flexibility in planning for, and reacting to, changes in our industry, such as being able to take advantage of acquisition opportunities when they arise;

•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited;

•	we may be competitively disadvantaged to our competitors that are less leveraged or have greater access to capital resources; and

•	we may be more vulnerable to adverse economic and industry conditions.

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If we incur indebtedness in the future, we may have significant principal payments due at specified future dates under the documents governing such indebtedness. Our ability to meet such principal obligations will be dependent upon future performance, which in turn will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our operations, many of which are beyond our control. Our business may not continue to generate sufficient cash flow from operations to repay any incurred indebtedness. If we are unable to generate sufficient cash flow from operations, we may be required to sell assets, to refinance all or a portion of such indebtedness or to obtain additional financing.

We may be unable to enter into our new credit facility and may be unable to obtain financing or enter into a credit facility on acceptable terms or at all in the future.

We are currently in the process of negotiating our new credit facility with JPMorgan Chase Bank, N.A., and other unaffiliated third-party lenders. However, depending on the impact of then-prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control, there can be no assurances that we will be able to enter into our new credit facility or any other debt agreements in the future. Additionally, entering into our new credit facility will require, none of which are assured: (i) the continued negotiation and execution and delivery of a new credit agreement and all related documents and legal opinions; (ii) delivery of officer’s certificates (including financial covenant, solvency and borrowing base certificates), financial information and organizational documents; (iii) the absence of a material adverse effect since December 31, 2020; (iv) payment of all fees and other amounts due to the lenders under the credit agreement; and (v) certain other customary conditions. For more information regarding our new credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Planned New Credit Facility.”

We expect our new credit facility to subject us to various financial and other restrictive covenants. These restrictions may limit our operational or financial flexibility and could subject us to potential defaults under our new credit facility.

We expect our new credit facility to subject us to significant financial and other restrictive covenants, including, but not limited to, restrictions on incurring additional debt and certain distributions. Our ability to comply with these financial condition tests can be affected by events beyond our control and we may not be able to do so.

We also expect our new credit facility to contain certain financial covenants, including, but not limited to, a maximum leverage ratio, minimum interest coverage ratio, minimum net worth and minimum liquidity. For more information regarding our new credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Planned New Credit Facility.”

If we are unable to remain in compliance with the financial covenants of our new credit facility, then amountsoutstanding thereunder may be accelerated and become due immediately. Any such acceleration could have amaterial adverse effect on our financial condition and results of operations.

Our industry is cyclical and adverse changes in general and local economic conditions could reduce the demand for homes and, as a result, could have a material adverse effect on us.

Our business can be substantially affected by adverse changes in general economic or business conditions that are outside of our control, including changes in short-term and long-term interest rates; employment levels and job and personal income growth; housing demand from population growth, household formation and other demographic changes, among other factors; availability and pricing of mortgage financing for customers; consumer confidence generally and the confidence of potential customers in particular; consumer spending; financial system and credit market stability; private party loan programs (including changes in credit risk/mortgage loan insurance premiums and/or other fees, down payment requirements and underwriting standards), and federal and state regulation, oversight and legal action regarding lending, appraisal, foreclosure and short sale practices; federal and state personal income tax rates and provisions, including provisions for the deduction of mortgage loan interest payments, real estate taxes and other expenses; supply of and prices for available new or resale homes (including lender-owned homes) and other housing alternatives, such as apartments, single-family rentals and other rental housing; homebuyer interest in our current or new product designs and locations; general consumer interest in purchasing a home compared to choosing other housing alternatives; interest of financial institutions or other businesses in purchasing wholesale homes; and real estate taxes. Adverse changes in these conditions may affect our business nationally or may be more prevalent or

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concentrated in particular submarkets in which we operate. Inclement weather, natural disasters (such as earthquakes, hurricanes, tornadoes, floods, prolonged periods of precipitation, droughts and fires), other calamities and other environmental conditions can delay the delivery of our homes and/or increase our costs. Civil unrest or acts of terrorism can also have a negative effect on our business. If the single-unit homebuilding industry experiences another significant or sustained downturn, it would materially adversely affect our business and results of operations in future years.

The potential difficulties described above can cause demand and prices for our homes to fall or cause us to take longer and incur more costs to build our homes. We may not be able to recover these increased costs by raising prices because of market conditions. The potential difficulties described above could also lead some customers to cancel or refuse to honor their home purchase contracts altogether.

Inflation could adversely affect our business and financial results.

Inflation could adversely affect our business and financial results by increasing the costs of land, materials and labor needed to operate our business. If our markets have an oversupply of homes relative to demand, we may be unable to offset any such increases in costs with corresponding higher sales prices for our homes. Inflation may also accompany higher interest rates, which could adversely impact potential customers’ ability to obtain financing on favorable terms, thereby further decreasing demand. If we are unable to raise the prices of our homes to offset the increasing costs of our operations, our margins could decrease. Furthermore, if we need to lower the price of our homes to meet demand, the value of our inventory may decrease. Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business.

Difficulties with appraisal valuations in relation to the proposed sales price of our homes could force us to reduce the price of our homes for sale.

Each of our home sales may require an appraisal of the home value before closing. These appraisals are professional judgments of the market value of the property and are based on a variety of market factors. If our internal valuations of the market and pricing do not line up with the appraisal valuations, and appraisals are not at or near the agreed upon sales price, we may be forced to reduce the sales price of the home to complete the sale. These appraisal issues could have a material adverse effect on our business and results of operations.

If the market value of our inventory declines, our profits could decrease and we may incur losses.

The market value of housing inventories can fluctuate significantly as a result of changing market conditions. In addition, inventory carrying costs can be significant and can result in losses in a poorly performing market. Any inventory impairments may result in a loss that could have a material adverse effect on our profitability, stock performance, ability to service our debt obligations and future cash flows.

Risks related to our organization and structure and tax matters

We are a holding company, and accordingly, we are dependent upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the Tax Receivable Agreement.

We are a holding company and will have no material assets other than our ownership of equity interests in our subsidiaries. We have no independent means of generating revenues. Substantially all of our assets are held through subsidiaries of TJH Opco. TJH Opco’s cash flow is dependent on cash distributions from its subsidiaries, and in turn, substantially all of our cash flow is dependent on cash distributions from TJH Opco. The creditors of each of our direct and indirect subsidiaries are entitled to payment of that subsidiary’s obligations to them, when due and payable, before distributions may be made by that subsidiary to its equity holders.

TJH Opco’s ability to make distributions to us depends on its subsidiaries’ ability to first satisfy their obligations to their creditors. We intend to cause TJH Opco to make distributions to us in an amount sufficient to cover our expenses, all applicable taxes payable and dividends, if any, declared by us and to enable us to make payments under the Tax Receivable Agreement, and our ability to do so depends on TJH Opco’s ability to first satisfy its obligations to its creditors.

In addition, our participation in any distribution of the assets of any of our direct or indirect subsidiaries upon any liquidation, reorganization or insolvency is only after the claims of such subsidiaries’ creditors, including trade

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creditors, are satisfied. Furthermore, our future financing arrangements may contain negative covenants, limiting the ability of our subsidiaries to declare or pay dividends or make distributions. To the extent that we need funds, and our subsidiaries are restricted from declaring or paying such dividends or making such distributions under applicable law or regulations, or otherwise unable to provide such funds, for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiaries to distribute funds, our liquidity and financial condition could be materially harmed.

We will be required to pay over to continuing members of TJH Holdco and the Oaktree Direct Stockholder (and, in each case, permitted transferees) most of the tax benefits we receive from, (i) in the case of continuing members of TJH Holdco, increases in tax basis (and certain other tax benefits) attributable to our acquisition of units of TJH Opco in connection with this offering and in the future, and (ii) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits), and the amount of those payments are expected to be substantial.

We will enter into a Tax Receivable Agreement with TJH Holdco, continuing members of TJH Holdco, the Oaktree Direct Stockholder and the representative of such continuing members of TJH Holdco and the Oaktree Direct Stockholder (the “TRA Representative”). The Tax Receivable Agreement will provide for payment by us of 85% of the amount of the net cash tax savings, if any, that we realize (or, under certain circumstances, are deemed to realize) as a result of, (i)(A) in the case of continuing members of TJH Holdco, increases in tax basis (and certain other tax benefits) resulting from our acquisition of TJH Opco units from pre-IPO members of TJH Opco in connection with this offering and in future exchanges, and (B) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits) and (ii) any payments we make under the Tax Receivable Agreement (including tax benefits related to imputed interest). We will retain the benefit of the remaining 15% of these net cash tax savings.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless we exercise our right to terminate the Tax Receivable Agreement (or it is terminated due to a change in control or our breach of a material obligation thereunder), in which case, we will be required to make the termination payment specified in the Tax Receivable Agreement. In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. If all of the continuing members of TJH Holdco were to exchange their TJH Opco units, we would recognize a deferred tax asset of approximately $ million and a liability of approximately $ million, assuming (i) that the continuing members of TJH Holdco redeemed or exchanged all of their TJH Opco units immediately after the completion of this offering at an assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of % and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. The actual future payments to the continuing members of TJH Holdco and the Oaktree Direct Stockholder will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. We expect to receive distributions from TJH Opco in order to make any required payments under the Tax Receivable Agreement. However, we may need to incur debt to finance payments under the Tax Receivable Agreement to the extent such distributions or our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging unitholder’s tax basis in its units at the time of the relevant exchange; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that we may have made under the Tax Receivable Agreement and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. As a result of the increases in the tax basis of the tangible and intangible assets of TJH Opco attributable to the exchanged TJH Opco interests, and certain other tax benefits, the payments that we will be required to make to the holders of rights under the Tax Receivable Agreement may be substantial.

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There may be a material negative effect on our financial condition and 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 TJH Opco are not sufficient to permit us to make payments under the Tax Receivable Agreement.

In certain circumstances, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that we actually realize.

The Tax Receivable Agreement will provide that if (i) we exercise our right to early termination of the Tax Receivable Agreement in whole (that is, with respect to all benefits due to all beneficiaries under the Tax Receivable Agreement) or in part (that is, with respect to all benefits due to certain beneficiaries under the Tax Receivable Agreement), (ii) we experience certain changes in control, (iii) the Tax Receivable Agreement is rejected in certain bankruptcy proceedings, (iv) we fail (subject to certain exceptions) to make a payment under the Tax Receivable Agreement within three months after the due date or (v) we materially breach our obligations under the Tax Receivable Agreement, we will be obligated to make an early termination payment to holders of rights under the Tax Receivable Agreement equal to the present value of all payments that would be required to be paid by us under the Tax Receivable Agreement. The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement, including (i) the assumption that we would have enough taxable income in the future to fully utilize the tax benefit resulting from the tax assets that are the subject of the Tax Receivable Agreement, (ii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iii) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (iv) the assumption that any units of TJH Opco (other than those held by us) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A common stock on the termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates. The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by us under the Tax Receivable Agreement at a rate equal to .

Moreover, as a result of an elective early termination, a change in control or our material breach of our obligations under the Tax Receivable Agreement, we could be required to make payments under the Tax Receivable Agreement that exceed our actual cash savings under the Tax Receivable Agreement. Thus, our obligations under the Tax Receivable Agreement could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. We cannot assure you that we will be able to finance any early termination payment. It is also possible that the actual benefits ultimately realized by us may be significantly less than were projected in the computation of the early termination payment. We will not be reimbursed if the actual benefits ultimately realized by us are less than were projected in the computation of the early termination payment.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge. If any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, we would be entitled to reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent the holder has received excess payments. However, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and we will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement if the basis increases described above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefit that we actually realize in respect of the increases in tax basis (and utilization of certain other tax benefits) and we may not be able to recoup those payments, which could adversely affect our financial condition and liquidity.

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In certain circumstances, TJH Opco will be required to make distributions to us and the existing members of TJH Holdco, and the distributions that TJH Opco will be required to make may be substantial.

TJH Opco is expected to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to entity-level U.S. federal income tax. Instead, taxable income will be allocated to members, including us, pursuant to the TJH Opco LLC Agreement. TJH Opco will make tax distributions to its members, including us, which generally will be pro rata based on the ownership of TJH Opco units, calculated using an assumed tax rate, to help each of the members to pay taxes on that member’s allocable share of TJH Opco’s net taxable income. Under applicable tax rules, TJH Opco is required to allocate net taxable income disproportionately to its members in certain circumstances. Because tax distributions will be determined based on the member who is allocated the largest amount of taxable income on a per unit basis and on an assumed tax rate that is the highest possible rate applicable to any member, but will be made pro rata based on ownership of TJH Opco units, TJH Opco will be required to make tax distributions that, in the aggregate, will likely exceed the aggregate amount of taxes payable by its members with respect to the allocation of TJH Opco income.

Funds used by TJH Opco to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions TJH Opco will be required to make may be substantial, and may significantly exceed (as a percentage of TJH Opco’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with reference to an assumed tax rate, and because of the disproportionate allocation of net taxable income, these payments likely will significantly exceed the actual tax liability for many of the members of TJH Opco.

As a result of potential differences in the amount of net taxable income allocable to us and to the existing members of TJH Opco, as well as the use of an assumed tax rate in calculating TJH Opco’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. We may choose to manage these excess distributions through a number of different approaches, including by applying them to general corporate purposes.

We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.

Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) is determined, and taxes, interest, and penalties attributable thereto, are assessed and collected, at the entity level. TJH Opco (or any of its applicable subsidiaries or other entities in which TJH Opco directly or indirectly invests that are treated as partnerships for U.S. federal income tax purposes) may be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a member of TJH Opco (or such other entities), could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes could similarly result in TJH Opco (or any of its applicable subsidiaries or other entities in which TJH Opco directly or indirectly invests) being required to pay or indirectly bear the economic burden of state or local taxes and associated interest, and penalties.

Under certain circumstances, TJH Opco or an entity in which TJH Opco directly or indirectly invests may be eligible to make an election to cause members of TJH Opco (or such other entity) to take into account the amount of any understatement, including any interest and penalties, in accordance with such member’s share in TJH Opco in the year under audit. We will decide whether or not to cause TJH Opco to make this election; however, there are circumstances in which the election may not be available and, in the case of an entity in which TJH Opco directly or indirectly invests, such decision may be outside of our control. If TJH Opco or an entity in which TJH Opco directly or indirectly invests does not make this election, the then-current members of TJH Opco could economically bear the burden of the understatement.

If TJH Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and TJH Opco might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that TJH Opco does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is an entity that otherwise would be treated as a partnership for U.S. federal income tax purposes, the interests of which are traded on an established

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securities market or readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of TJH Opco units pursuant to the TJH Opco LLC Agreement or other transfers of TJH Opco units could cause TJH Opco to be treated like a publicly traded partnership. From time to time the U.S. Congress has considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If TJH Opco were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and TJH Opco, including as a result of our inability to file a consolidated U.S. federal income tax return with TJH Opco. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of TJH Opco’s assets) were subsequently determined to have been unavailable.

Non-U.S. holders may be subject to U.S. federal income and withholding tax on gain realized on the sale or disposition of shares of our Class A common stock.

Because of our anticipated holdings in U.S. real property interests following the completion of the Reorganization and this offering, we believe we will be and will remain a “United States real property holding corporation” for U.S. federal income tax purposes. As a result, a non-U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders”) generally will be subject to U.S. federal income tax on any gain realized on a sale or disposition of shares of our Class A common stock unless our Class A common stock is regularly traded on an established securities market (within the meaning of applicable Treasury regulations) and such non-U.S. holder did not actually or constructively hold more than 5% of our Class A common stock at any time during the shorter of (a) the five-year period preceding the date of the sale or disposition and (b) the non-U.S. holder’s holding period in such stock. In addition, if our Class A common stock is not regularly traded on an established securities market (within the meaning of applicable Treasury regulations), a purchaser of the stock generally will be required to withhold and remit to the IRS 15% of the purchase price. A non-U.S. holder also will be required to file a U.S. federal income tax return for any taxable year in which it realizes a gain from the disposition of our Class A common stock that is subject to U.S. federal income tax. We anticipate that our Class A common stock will be regularly traded on an established securities market following this offering. However, no assurance can be given in this regard, and no assurance can be given that our Class A common stock will remain regularly traded in the future. Non-U.S. holders should consult their tax advisors concerning the consequences of disposing of shares of our Class A common stock.

Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other pass-through entities. As a result, the tax laws in the United States and in jurisdictions which we do business could change on a prospective or retroactive basis, and any such changes could have an adverse effect on our worldwide tax liabilities, business, financial condition and results of operations. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

Our businesses are subject to income taxation in the United States. Effective tax rates may be subject to significant change. If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but not limited to, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

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We depend on key management personnel and other experienced employees.

Our success depends to a significant degree upon the contributions of certain key management personnel, including, but not limited to, Tommy Beadel, our founder, Chairman of our board of directors and Chief Executive Officer. Although we have entered into an employment agreement with Mr. Beadel, there is no guarantee that he will remain employed by us. Our ability to retain our key management personnel or to attract suitable replacements should any members of our management team leave is dependent on the competitive nature of the employment market. The loss of services from key management personnel or a limitation in their availability could materially and adversely impact our business, prospects, liquidity, financial condition and results of operations. Further, such a loss could be negatively perceived in the capital markets. We have not obtained key man life insurance that would provide us with proceeds in the event of the death or disability of any of our key management personnel.

Experienced employees in the homebuilding, development and construction industries are fundamental to our ability to generate, obtain and manage opportunities and are also highly sought after. Failure to attract and retain such personnel or to ensure that their experience and knowledge is not lost when they leave the business through retirement, redundancy or otherwise may adversely affect the standards of our service and may have an adverse impact on our business, prospects, liquidity, financial condition and results of operations.

Risks related to this offering and ownership of our class a common stock

There is currently no public market for shares of our Class A common stock, a trading market for our Class A common stock may never develop following this offering and our Class A common stock price may be volatile and could decline substantially following this offering.

Prior to this offering, there has been no market for shares of our Class A common stock. Although we intend to list our Class A common stock on Nasdaq, an active trading market for the shares of our Class A common stock may never develop, or if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:

•	the likelihood that an active trading market for shares of our Class A common stock will develop or be sustained;

•	the liquidity of any such market;

•	the ability of our stockholders to sell their shares of Class A common stock; or

•	the price that our stockholders may obtain for their Class A common stock.

If an active market does not develop or is not maintained, the market price of our Class A common stock may decline, and you may not be able to sell your shares of our Class A common stock. Even if an active trading market develops for our Class A common stock subsequent to this offering, the market price of our Class A common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our Class A common stock.

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

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The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and divert the attention of management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC, including filing quarterly and annual financial statements, and the requirements of the , with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

•	institute a more comprehensive compliance function, including for financial reporting and disclosures;

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

•	comply with rules promulgated by ;

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

•	enhance our investor relations function;

•	establish new internal policies, such as those relating to insider trading; and

•	involve and retain to a greater degree outside counsel and accountants in the above activities.

The changes necessitated by becoming a public company require a significant commitment of resources and management oversight that has increased, and may continue to increase, our costs and might place a strain on our systems and resources. Such costs could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, while we generally must comply with Section 404 of the Sarbanes-Oxley Act for our fiscal year ending December 31, 2022, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting until as late as our annual report for the fiscal year ending December 31, 2026. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, operated or reviewed or that discloses a material weakness identified by our management in our internal control over financial reporting. Compliance with these requirements may strain our resources, increase our costs and divert the attention of management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We have identified material weaknesses in our internal control over financial reporting, and if we fail to remediate these material weaknesses, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence and the price of our common stock.

Prior to the completion of this offering, we have been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. As a private company, we have not designed or maintained an effective control environment as required of public companies under the rules and regulations of the SEC. Although we are not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, management and

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our independent registered public accounting firms, Ernst & Young LLP and Haskell & White LLP, identified several material weaknesses in our internal control over financial reporting in connection with our preparation and the audits of our financial statements for the years ended December 31, 2019 and 2020. A material weakness is a deficiency, or combination of deficiencies, in internal control over financing reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weaknesses we and our independent registered public accounting firms identified are listed below:

•	we did not maintain sufficient GAAP and SEC accounting resources commensurate with those required of a public company;

•	our financial reporting closing process did not effectively determine all period-end adjustments with a sufficient level of precision;

•	given the high number of entities required to be consolidated on a monthly basis, we lacked proper controls or procedures in place to provide timely and accurate consolidations;

•	we did not establish policies and procedures that would ordinarily be critical in analyzing financial data and making decisions;

•	our current accounting ERP system lacked sophistication and functionality to be able to produce reports and estimates with accurate financial reporting accuracy; and

•	we did not employ an independent review of the monthly financial reports and trial balances to verify that such reports were accurate and reconciled properly to the supporting documentation and detailed schedules.

These material weaknesses resulted in adjustments to our current and prior year financial statements primarily related to real estate inventory, revenues, costs of sales and accrual of expenses and could result in a misstatement of any account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We have begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel, including a third-party advisory firm, and implementing additional policies, procedures and controls.

We cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. As a result, the timing of when we will be able to fully remediate the material weaknesses is uncertain, and we may not fully remediate these material weaknesses during 2021. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

We and our independent registered public accounting firms were not required to perform an evaluation of our internal control over financial reporting as of either December 31, 2020 or December 31, 2019 in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required by reporting requirements under Section 404 after the completion of this offering. If we are unable to successfully remediate the existing material weakness in our internal control over financial reporting, the accuracy and timing of our financial reporting, and our stock price, may be adversely affected and we may be unable to maintain compliance with the applicable stock exchange listing requirements.

Implementing any appropriate changes to our internal controls may divert the attention of our officers and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could

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increase our operating costs and harm our business. In addition, investors’ perceptions that our internal controls are adequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our services to new and existing customers.

Oaktree Fund and Beadel will have the ability to direct the voting of a majority of the voting power of our common stock, and their interests may conflict with those of our other stockholders.

Upon the completion of this offering, our common stock will consist of two classes: Class A and Class B. Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are entitled to a number of votes that is equal to the aggregate number of Class B units in TJH Opco held by such holder. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by our amended and restated certificate of incorporation or by applicable law. Giving effect to the Reorganization and this offering (assuming the underwriters do not exercise their option to purchase additional shares of our Class A common stock), TJH Holdco (which will be controlled by Oaktree Fund VII and Beadel after the Reorganization), the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco will beneficially own, in the aggregate, shares of our Class A and Class B common stock representing approximately % of the aggregate voting power of our common stock and will be party to a Stockholder’s Agreement pursuant to which they will agree to cooperate with respect to the election of our directors and certain other matters. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Stockholder’s Agreement.”

As a result, Oaktree Fund and Beadel will be able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership makes it unlikely that any holder or group of holders of our Class A common stock will be able to affect the way we are managed or the direction of our business. The interests of Oaktree Fund and Beadel with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders. Oaktree Fund and Beadel would have to approve any potential acquisition of us. The existence of significant stockholders may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in our best interests. Oaktree Fund’s and Beadel’s concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us and the representatives of the underwriters, based on numerous factors and may not be indicative of the market price of our Class A common stock after this offering. See “Underwriting” in this prospectus for additional information. Consequently, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price paid by you in this offering.

The following factors, among others, could affect our stock price:

•	the impact of the COVID-19 pandemic on us and the national and global economies;

•	our operating and financial performance;

•	quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;

•	the public reaction to our press releases, our other public announcements and our filings with the SEC;

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•	strategic actions by our competitors;

•	changes in revenues or earnings estimates, or changes in recommendations or withdrawals of research coverage, by equity research analysts;

•	market and industry perception of our success, or lack thereof, in pursuing our growth strategies;

•	introductions or announcements of new products offered by us or significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors and the timing of such introductions or announcements;

•	our ability to effectively manage our growth;

•	speculation in the press or investment community;

•	the failure of research analysts to cover our Class A common stock;

•	whether investors or securities analysts view our stock structure unfavorably, particularly the significant voting control of our executive officers, directors and their affiliates;

•	our ability or inability to raise additional capital through the issuance of equity or debt or other arrangements and the terms on which we raise it;

•	additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when applicable “lock-up” periods end;

•	changes in accounting principles, policies, guidance, interpretations or standards;

•	additions or departures of key management personnel;

•	actions by our stockholders;

•	changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors;

•	trading volume of our Class A common stock;

•	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole and those resulting from natural disasters, severe weather events, terrorist attacks and responses to such events;

•	lawsuits threatened or filed against us;

•	domestic and international economic, legal and regulatory factors unrelated to our performance; and

•	the realization of any risks described under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

We have broad discretion to use the proceeds from this offering, and our investment of those proceeds may not yield a favorable return.

Our management has broad discretion to spend the proceeds from this offering in ways with which you may not agree. The failure of our management to apply these funds effectively could result in unfavorable returns. This could harm our business and could cause the price of our common stock to decline.

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If securities or industry analysts do not publish research or reports about our business, they adversely change their recommendations regarding our Class A common stock or our operating results do not meet their expectations, our stock price could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our Class A common stock, or if our operating results do not meet their expectations, our stock price could decline.

Investors in this offering will experience immediate and substantial dilution of $ per share.

Based on the assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $ per share in the as adjusted net tangible book value per share of Class A common stock from the initial public offering price, and our adjusted pro forma net tangible book value as of after giving effect to this offering would have been $ per share. This dilution is due in large part to earlier investors having paid less than the initial public offering price when they purchased their shares. See “Dilution” in this prospectus for additional information.

Future offerings of debt securities, which would rank senior to our Class A common stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our Class A common stock for the purposes of dividend and liquidation distributions, may adversely affect the market price of our Class A common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt securities or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our Class A common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our Class A common stock, or both. Our preferred stock will have a preference on liquidating distributions and dividend payments, which could limit our ability to make a dividend distribution to the holders of our Class A common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of our future offerings, and purchasers of our Class A common stock in this offering bear the risk of our future offerings reducing the market price of our Class A common stock and diluting their ownership interest in our company.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (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 of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In addition, our amended and restated certificate of incorporation will provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. We note, however, that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. This forum selection provision will not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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This choice of forum provision may limit a stockholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons in jurisdictions other than Delaware, or state courts, in the case of claims arising under the Securities Act. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. The exclusive forum clause may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. See “Description of Capital Stock—Exclusive Forum Clause.”

We do not intend to pay cash dividends on our Class A common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.

We do not plan to declare cash dividends on shares of our Class A common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if you sell your Class A common stock at a price greater than you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering.

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could reduce the price that our Class A common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our Class A common stock in the public market after this offering, particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. Upon completion of this offering, we will have shares of Class A common stock outstanding and shares of Class B common stock outstanding, assuming no exercise by the underwriters of their option to purchase additional shares of our Class A common stock.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (“Rule 144”).

We are offering shares of our Class A common stock as described in this prospectus (excluding the underwriters’ option to purchase up to additional shares of our Class A common stock). Upon the completion of this offering, certain members of our management team will be granted equity awards covering an aggregate of shares of Class A common stock pursuant to our 2021 Equity Incentive Plan. The actual number of equity awards will be based upon the price at which the shares are sold to the public in this offering. In connection with this offering, we intend to file a registration statement on Form S-8 to register the total number of shares of our Class A common stock that may be issued under our 2021 ESPP and our 2021 Equity Incentive Plan, including the equity awards to be granted to certain members of our management team described above upon the completion of this offering pursuant to our 2021 Equity Incentive Plan.

Subject to certain exceptions, we, our officers and directors and record holders of substantially all of our Class A common stock and Class B common stock have agreed not to offer, sell or agree to sell, directly or indirectly, any shares of capital stock without the permission of on behalf of the underwriters, for a period of 180 days from the date of this prospectus. See “Underwriting” for more information on these agreements. When such lock-up period expires, we and our securityholders will be able to sell our Class A common stock, subject to the limitations set forth in the lock-up agreements, in the public market. In addition, may, in its sole discretion, release all or some portion of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. See “Shares Eligible for Future Sale” for more information. Sales of a substantial number of our Class A common stock upon expiration of the lock-up agreements, or the perception that such sales may occur, or early release of the lock-up agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

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The lock-up agreement executed by Oaktree Fund includes an exception allowing Oaktree Fund to pledge as collateral for loans up to 50% of the Class A common stock and Class B common stock that they beneficially own on the date of this prospectus. Should Oaktree Fund enter into such a loan, the lender may enter into derivative trades with respect to our Class A common stock to manage its exposure. Moreover, should the price of our Class A common stock fall significantly, the lender could potentially foreclose on the collateral and sell the shares of Class A common stock on the public market or to another third party. Any of these circumstances (or the perception that they could occur), could create volatility in and/or significantly depress the market price of our Class A common stock and could potentially result in a change of control in us from Oaktree Fund to a third party.

Pursuant to a Registration Rights Agreement, and subject to the lock-up agreements described above, TJH Holdco, the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco will have rights to require us to file registration statements covering the sale of shares of our Class A common stock issuable upon exchange of the corresponding Class B units of TJH Opco or to include such shares in registration statements that we may file for ourselves or other stockholders. See “Organizational Structure—The Reorganization—Registration Rights Agreement.”

We may also issue our shares of Class A common stock or securities convertible into shares of our Class A common stock from time to time in connection with a financing, acquisition, investment or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our Class A common stock to decline.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A common stock.

We, our officers and directors and holders of substantially all our Class A common stock have entered or will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A common stock for a period of 180 days following the date of this prospectus. The representatives of the underwriters, at any time and without notice, may release all or any portion of the Class A common stock subject to the foregoing lock-up agreements. See “Underwriting” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

Provisions in our charter documents or Delaware law, as well as Oaktree Fund’s and Beadel’s beneficial ownership of all of our outstanding Class B common stock, could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock

Some provisions of our amended and restated certificate of incorporation and amended and restated bylaws, each to be in effect immediately prior to the completion of this offering, could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

•

establishing a staggered board of directors divided into three classes serving staggered three-year terms (a director serving such term, a “Classified Director”), such that not all members of the board will be elected at one time. Commencing with the fourth annual meeting of stockholders (the “Fourth Annual Meeting”) following the date when Oaktree Fund and Beadel beneficially own, in the aggregate, less than 50% of the combined voting power of the outstanding common stock (the “Trigger Date”), directors of each class the term of which shall then expire shall be elected to hold office for a one-year term;

•	providing that the board of directors is expressly authorized to determine the size of our board of directors;

•

providing that, commencing on the Trigger Date stockholders can remove Classified Directors only for cause and, until the final adjournment of the Fourth Annual Meeting (the time of such final adjournment, the “Sunset”), stockholders can remove any director only upon the approval of not less than 66 2/3% of the voting power of our outstanding stock entitled to vote generally in the election of directors, voting together as a single class;

•

commencing on the Trigger Date and until the Sunset, requiring the approval of not less than 66 2/3% of the voting power of our outstanding stock entitled to vote thereon, voting together as a single class, to amend our amended and restated bylaws and certain provisions of our amended and restated certificate of incorporation or to approve certain mergers or consolidations;

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•	commencing after the Trigger Date, prohibiting stockholder action by written consent, which requires stockholder actions to be taken at a meeting of our stockholders ;

•	providing that special meetings of the stockholders may only be called by or at the direction of the board of the directors;

•	establishing advance notice provisions, applicable to all stockholders other than Oaktree Fund and Beadel, for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and

•	providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws.

Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, unless the business combination is approved in a prescribed manner. An interested stockholder includes a person, individually or together with any other interested stockholder, who within the last three years has owned 15% of our voting stock. Although we will opt out of Section 203, our amended and restated certificate of incorporation will include a provision that restricts us from engaging in any business combination with an interested stockholder for three years following the date that person becomes an interested stockholder. Such restrictions, however, will not apply to any business combination between Beadel, Oaktree Fund, any direct or indirect equity holder of Oaktree, or any person that acquires (other than in connection with a registered public offering) our voting stock from Oaktree Fund or Beadel, or any of their respective affiliates or successors or any “group,” or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act and who is designated in writing by Oaktree Fund or Beadel, as a “Permitted Transferee”, on the one hand, and us, on the other.

Giving effect to the Reorganization and this offering (assuming the underwriters do not exercise their option to purchase additional shares of our Class A common stock), TJH Holdco (which will be controlled by Oaktree Fund VII and Beadel after the Reorganization), the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco will beneficially own, in the aggregate, shares of our Class A and Class B common stock representing approximately % of the aggregate voting power of our common stock, which will give them the ability to prevent a potential takeover of our company. If a change of control or change in management is delayed or prevented, the market price of our Class A common stock could decline.

We expect to be a “controlled company” within the meaning of Nasdaq rules and, as a result, will qualify for, and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, Oaktree Fund and Beadel will beneficially own a majority of our outstanding voting interests. As a result, we expect to be a “controlled company” within the meaning of Nasdaq rules. Under the rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

•	a majority of such company’s board of directors consist of independent directors;

•	such company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing such committee’s purpose and responsibilities;

•	such company have a compensation committee that is composed entirely of independent directors with a written charter addressing such committee’s purpose and responsibilities; and

•	such company conduct an annual performance evaluation of the nominating and governance and compensation committees.

These requirements will not apply to us as long as we remain a controlled company. For at least some period following this offering, we intend to utilize certain of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See “Management” in this prospectus for additional information.

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For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosure regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

The historical and pro forma financial information in this prospectus may make it difficult to accurately predict our costs of operations in the future.

The historical financial information in this prospectus does not reflect the added costs we expect to incur as a public company or the resulting changes that will occur in our capital structure and operations. Our actual experience as a public company may vary significantly from the estimates we used in our pro forma financial information. For more information on our historical financial information and pro forma financial information, see “Unaudited Pro Forma Consolidated Financial Information and Other Data,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Organizational Structure—The Reorganization” and our consolidated financial statements included elsewhere in this prospectus.

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Forward-looking statements

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the housing market in the regions we operate, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends, including those set forth in the Zonda market study, that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus, including, but not limited to, the following:

•	the impact of the COVID-19 pandemic on our business, results of operations and financial condition;

•	our inability to accurately price and manage homesites;

•	our failure to provide customers with an efficient and seamless homebuilding experience;

•	our inability to continue to maintain, improve and adapt our Fuse360 platform and marketplace to address the needs of our customers, our subcontractors and other participants in our marketplace;

•	our decision to expand in existing markets or enter new markets consuming significant financial and other resources and failing to achieve the desired results;

•	our growth depending in part on the success of our strategic relationships with third parties;

•	our business and results of operations depending on the availability, skill and performance of subcontractors;

•	a shortage of building materials or labor, or increases in materials or labor costs, delaying or increasing the cost of home construction;

•	increases in our home cancellation rate having a negative impact on our home sales revenues, results of operations, backlog and cost of sales;

•	our inability to maintain and enhance our brand, and thereby expand our customer base;

•	the ineffectiveness of our marketing efforts and our inability to attract buyers in a cost-effective manner;

•	significant warranty and liability claims arising in the ordinary course of business;

•	our inability to construct homes within expected timeframes, adversely affecting our results of operations;

•	inaccuracies in the estimates, forecasts and projections relating to our markets prepared by Zonda, which are based upon numerous assumptions and have not been independently verified by us;

•	declines in the housing markets in which we operate or in the homebuilding industry generally. which may materially and adversely affect our business and financial condition;

•	regional factors which affect the homebuilding industry in our current markets and could materially and adversely affect us;

•	competition in the urban custom homebuilding industry for homesites and to offer better value to our customers;

•	new and existing laws and regulations or other governmental actions which may increase our expenses, limit the number of homes that we can build or delay completion of our projects;

•	changes to population growth rates in certain of the markets in which we operate or plan to operate which could affect the demand for homes in these regions;

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•	a significant disruption in service in our computer systems and third-party networks and mobile infrastructure, and our inability to maintain and scale the technology underlying our offerings;

•	our dependence upon distributions from our subsidiaries to pay dividends, taxes and other expenses and make payments under the Tax Receivable Agreement (as defined herein);

•	the requirement that we pay over to continuing members of TJH Holdco and the Oaktree Direct Stockholder most of the tax benefits we receive;

•	payments under the Tax Receivable Agreement being accelerated and/or significantly exceeding the tax benefits, if any, that we actually realize;

•	the possibility that TJH Opco will be required to make substantial distributions to us and the existing members of TJH Holdco;

•	the material weaknesses identified in our internal control over financial reporting;

•	Oaktree Fund and Beadel having the ability to direct the voting of a majority of the voting power of our common stock, and their interests conflicting with those of our other stockholders; and

•	other risks, factors and uncertainties inherent in our business set forth in this prospectus, including those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The unprecedented nature of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of the foregoing events or factors. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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Organizational structure

On April 22, 2021, Thomas James Homes was incorporated as a Delaware corporation. Prior to this offering, Thomas James Homes had no business operations. Our business is expected to be conducted through TJH Opco and its consolidated subsidiaries.

Historical ownership structure

We currently conduct our business through TJH Holdco and its subsidiaries. Immediately before the Reorganization described below, the members of TJH Holdco consist of:

•	LR Holdings Group, Inc., which is beneficially owned by Tommy Beadel;

•	M2BDC, LLC, which is owned by Tommy Beadel and others;

•	certain entities that are affiliates of Oaktree Fund; and

•	certain other persons, including employees of TJH Holdco and its subsidiaries.

The reorganization

The following actions will be taken in connection with the closing of this offering:

•	Thomas James Homes will amend and restate its certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock. See “Description of Capital Stock.”

•	Thomas James Homes will sell to the underwriters in this offering shares of our Class A common stock (assuming no exercise of the underwriters’ option to purchase additional shares).

•	TJH Holdco will amend its certificate of organization to change its name from Thomas James Homes, LLC to TJH Holdco, LLC. Thomas James Homes will issue to TJH Holdco all of our outstanding shares of Class B common stock.

•

TJH Holdco will form a new limited liability company, TJH Opco. The limited liability company agreement of TJH Opco (the “TJH Opco LLC Agreement”) will provide for, among other things, Class A units and Class B units and appoint Thomas James Homes as the sole managing member of TJH Opco. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—The TJH Opco LLC Agreement.”

•

TJH Holdco will contribute all of its assets and liabilities, other than the shares of our Class B common stock, to TJH Opco in exchange for all of the outstanding Class B units of TJH Opco. Certain of such Class B units, and corresponding shares of Class B common stock, will be distributed to certain direct and indirect members of TJH Holdco, including members that will sell such Class B units to Thomas James Homes as described below (the “Selling Members”) and the Oaktree Blocker Entity.

•

The Oaktree Blocker Entity will engage in a series of transactions that will result in a newly formed, wholly owned subsidiary of Thomas James Homes merging with and into the Oaktree Blocker Entity followed by the Oaktree Blocker Entity merging with and into Thomas James Homes (the “Blocker Mergers”), and as a result of such transaction Thomas James Homes will acquire the Class B units of TJH Opco held by the Oaktree Blocker Entity. As consideration for the Blocker Mergers, the Oaktree Direct Stockholder will receive approximately $ million of the net proceeds of this offering, approximately shares of newly issued Class A common stock and rights to receive payments under the Tax Receivable Agreement described below.

•	Thomas James Homes will use approximately $ million of the net proceeds of this offering to acquire Class B units of TJH Opco from the Selling Members at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering.

•

Thomas James Homes will use approximately $ million of the net proceeds of this offering to acquire newly issued Class A units of TJH Opco from TJH Opco at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering. If the underwriters exercise their option in full to purchase additional shares of Class A common stock, we would use the additional net proceeds to acquire an additional units of TJH Opco.

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•

The TJH Opco LLC Agreement will reclassify the interests acquired by Thomas James Homes from the Selling Members and in connection with the Blocker Mergers as Class A units and classify the interests held by TJH Holdco as Class B units. Subject to certain limitations, the TJH Opco LLC Agreement will permit Class B units to be exchanged for shares of Class A common stock on a one-for-one basis or, at our election, for cash.

•

Thomas James Homes will enter into the Tax Receivable Agreement for the benefit of the Oaktree Direct Stockholder and the continuing members of TJH Holdco, pursuant to which Thomas James Homes will pay 85% of the amount of the net cash tax savings, if any, that Thomas James Homes realizes (or, under certain circumstances, is deemed to realize) as a result of (i) in the case of the continuing members of TJH Holdco, increases in tax basis (and certain other tax benefits) resulting from Thomas James Homes’ acquisition of TJH Opco units in this offering and in future exchanges, (ii) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) and (iii) any payments Thomas James Homes makes under the Tax Receivable Agreement. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement.”

•

We will enter into a Registration Rights Agreement with TJH Holdco, the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco to provide for certain rights and restrictions after the offering. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Registration Rights Agreement.”

Our Class A common stock

We expect shares of our Class A common stock to be outstanding after this offering (or shares if the underwriters exercise their option to purchase additional shares in full), all of which will either be sold pursuant to this offering or issued as consideration for the acquisition of the Oaktree Blocker Entity as described above.

The Class A common stock outstanding will represent 100% of the rights of the holders of all classes of our outstanding common stock to share in distributions from Thomas James Homes, except for the right of Class B stockholders to receive the par value of the Class B common stock upon our liquidation, dissolution or winding up or an exchange of Class B units of TJH Opco.

Our Class B common stock

Following the completion of this offering and the Reorganization, TJH Holdco will hold all of the shares of our outstanding Class B common stock. The Class B common stock entitles TJH Holdco or any other holder of Class B common stock (or fraction thereof), without regard to the number of shares of Class B common stock (or fraction thereof) held by such holder, to a number of votes that is equal to the product of (x) the total number of Class B units held by TJH Holdco or such other holder multiplied by (y) the exchange rate as defined in the TJH Opco LLC Agreement, on all matters on which stockholders generally or the holders of Class B common stock are entitled to vote. Currently, the members of TJH Holdco consist solely of our pre-initial public offering owners. However, we may in the future issue shares of Class B common stock to one or more new or existing members of TJH Holdco to whom Class B units are also issued, for example in connection with the contribution of assets to us or TJH Holdco by such member. Accordingly, as a holder of both Class B units and Class B common stock, any such holder of Class B common stock would be entitled to a number of votes equal to the number of Class B units held by it. If at any time the ratio at which Class B units are exchangeable for shares of our Class A common stock changes from one-for-one, for example, as a result of conversion rate adjustments for stock splits, stock dividends or reclassifications, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock 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 provided in our amended and restated certificate of incorporation or required by law. See “Description of Capital Stock—Common Stock.”

Giving effect to the Reorganization and this offering (assuming the underwriters do not exercise their option to purchase additional shares of our Class A common stock), TJH Holdco (which will be controlled by Oaktree Fund VII and Beadel after the Reorganization), the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco beneficially own, in the aggregate, shares of our Class A and Class B common stock representing approximately % of the aggregate voting power of our common stock (or % if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

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Registration rights agreement

Pursuant to a Registration Rights Agreement that we will enter into with TJH Holdco, the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco, we will grant these holders the right to require us to file registration statements in order to register the resales of the shares of our Class A common stock that are issuable upon exchange of their Class B units. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Registration Rights Agreement” for a description of the timing and manner of sale limitations on resales of these shares.

Stockholder’s agreement

In connection with the completion of this offering, TJH Holdco, the Oaktree Direct Stockholder and certain other unitholders of TJH Holdco will be party to a Stockholder’s Agreement pursuant to which they will agree to cooperate with respect to the election of our directors and certain other matters. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Stockholder’s Agreement.”

Post-offering holding company structure

Our post-offering holding company structure is commonly referred to as an “UP-C” structure, which is commonly used by partnerships and limited liability companies undertaking an initial public offering. The UP-C approach provides the existing members with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for the public company and economic benefits for the existing partners when they ultimately exchange their pass-through interests for shares of Class A common stock. See “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement.”

Thomas James Homes will be a holding company. Following this offering, its only business will be to act as the sole managing member of TJH Opco, and its only material assets will be Class A units representing approximately % of TJH Opco units (or % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). In its capacity as the sole managing member, Thomas James Homes will operate and control all of TJH Opco’s business and affairs. We will consolidate the financial results of TJH Opco and will report non-controlling interests related to the interests held by the continuing members of TJH Holdco in our consolidated financial statements. The membership interests of TJH Opco owned by us will be classified as Class A units, and the remaining approximately % of TJH Opco units, which will continue to be held by TJH Holdco, will be classified as Class B units. See “Prospectus Summary—Organizational Structure” for a diagram that depicts our organizational structure following the completion of the Reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares).

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Use of proceeds

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us. Similarly, each increase or decrease of one million in the number of shares of Class A common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, assuming no change in the assumed initial public offering price of $ per share and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to the capital markets. We intend to use $ million of the net proceeds from this offering to purchase newly issued TJH Opco units, at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering, and to cause TJH Opco to use the proceeds as follows:

•	approximately $ million to pay the expenses incurred by us in connection with this offering and the Reorganization;

•	approximately $ million of the net proceeds of this offering to repay outstanding borrowings related to the mortgage loans associated with the homesites acquired for our business. These mortgage loans have interest rates ranging from % to % and maturity dates through ; and

•	other than as set forth below, the remainder for working capital and other general corporate purposes.

We also intend to use approximately $ million, or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds from this offering to acquire newly issued Class A units from TJH Opco and Class B units (which will, upon the acquisition, be reclassified as Class A units) from certain of the members of TJH Holdco, including certain members of our senior management, at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering. Accordingly, we will not retain any of this portion of the proceeds.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities.

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Dividend policy

Following the Reorganization and this offering, Thomas James Homes will be a holding company and its sole asset will be ownership of the Class A units of TJH Opco, of which it will be the managing member. Subject to funds being legally available, we intend to cause TJH Opco to make distributions to each of its members, including Thomas James Homes, in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow Thomas James Homes to make payments under the Tax Receivable Agreement, and non-pro rata payments to Thomas James Homes to reimburse it for corporate and other overhead expenses. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, Thomas James Homes will receive a portion of its tax distribution (such portion determined based on the tax rate applicable to Thomas James Homes rather than the assumed tax rate on which tax distributions are generally based) before the other members receive any distribution and the balance, if any, of funds available for distribution will be distributed to the other members pro rata in accordance with their assumed tax liabilities. Holders of our Class B common stock will not be entitled to dividends distributed by Thomas James Homes, but will share in the distributions made by TJH Opco on a pro rata basis.

To the extent that the tax distributions Thomas James Homes receives exceed the amounts Thomas James Homes actually requires to pay taxes and other expenses and make payments under the Tax Receivable Agreement (because of the lower tax rate applicable to Thomas James Homes than the assumed tax rate on which such distributions are based or because a disproportionate share of the taxable income of TJH Opco may be required to be allocated to members in TJH Opco other than Thomas James Homes), our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, including potentially causing Thomas James Homes to contribute such excess cash (net of any operating expenses) to TJH Opco. Concurrently with any potential contribution of such excess cash, in order to maintain the intended economic relationship between the shares of Class A common stock and TJH Opco units after accounting for such contribution, TJH Opco and Thomas James Homes, as applicable, may undertake ameliorative actions, which may include reverse splits, reclassifications, combinations, subdivisions, stock dividends or adjustments of outstanding units of TJH Opco and corresponding shares of Class A common stock of Thomas James Homes. To the extent that Thomas James Homes contributes such excess cash to TJH Opco (and undertakes such ameliorative actions), a holder of Class A common stock would not receive distributions in cash and would instead benefit through an increase in the indirect ownership interest in TJH Opco represented by such holder’s Class A common stock. To the extent that Thomas James Homes does not distribute such excess cash as dividends on the Class A common stock or otherwise undertake such ameliorative actions and instead, for example, holds such cash balances, the members of TJH Opco (not including Thomas James Homes) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Class B units for shares of the Class A common stock, notwithstanding that such members may previously have participated as holders of Class B units in distributions by TJH Opco that resulted in such excess cash balances at Thomas James Homes.

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Capitalization

The following table sets forth the cash and capitalization as of June 30, 2021 of TJH Holdco on a historical basis and Thomas James Homes on a pro forma basis to give effect to the Reorganization and the issuance and sale of shares of Class A common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus), after (i) deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from this offering as described under “Use of Proceeds.”

You should read this information together with the information in this prospectus under “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock,” and with the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

	As of June 30, 2021
(in thousands, except share and per share amounts and unit data)	Historical TJH Holdco	Pro Forma Thomas James Homes
Cash and cash equivalents	$23,037	$
Restricted cash	2,360
Debt
Mortgage notes payable⁽¹⁾	$336,673	$—
New credit facility	—	—
Total debt	336,673	—
Members’/stockholders’ equity
Class A interests	245,001	—
Class C interests	7,574	—
Class A common stock, $0.001 par value (no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma)	—
Class B common stock, $0.001 par value (no shares authorized, issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma)	—
Additional paid-in capital	—
Accumulated deficit	(35,989)
Total members’/stockholders’ equity	216,586
Total capitalization	$553,259	$

(1)

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Dilution

If you invest in our Class A common stock, your interest will be diluted 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 immediately after the completion of this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value per share attributable to the existing equity holders.

Our pro forma net tangible book value as of June 30, 2021 was approximately $ million, or $ per share of our Class A common stock. Pro forma net tangible book value represents the amount of pro forma total tangible assets less pro forma 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 Class A common stock outstanding, after giving effect to the Reorganization and assuming that all of the Class B unitholders exchanged their Class B units outstanding immediately following the completion of the Reorganization and this offering for newly issued shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

(in thousands)
Pro forma assets			$
Pro forma liabilities
Pro forma book value			$
Less:
Goodwill
Intangible assets, net
Pro forma net tangible book value after this offering			$
Less:
Proceeds from offering net of underwriting discounts
Purchase of units in TJH Opco
Offering expenses
Pro forma net tangible book value as of June 30, 2021			$

After giving effect to (i) the Reorganization, (ii) the issuance and sale by us of shares of our Class A common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and offering expenses payable by us and assuming the exchange of all Class B units outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock as if such units were immediately exchangeable; and (iii) the application of such proceeds as described in the section entitled “Use of Proceeds,” our pro forma net tangible book value as of June 30, 2021 would have been $ million, or $ per share. This represents an immediate increase in pro forma 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 this dilution on a per share basis assuming the underwriters do not exercise their option to purchase additional shares:

The information in the preceding table is based on an assumed offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed price per share would increase or decrease, respectively, the pro forma net tangible book value after this offering by

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approximately $ million and increase or decrease the dilution per share of Class A common stock to new investors in this offering by $ per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase or decrease of 1.0 million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $ per share and increase or decrease, as applicable, the dilution to new investors in this offering by $ per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The above discussion and table below are based on the number of shares of our Class A common stock outstanding as of the date of this prospectus and exclude an additional shares of our Class A common stock reserved for future issuance under the 2021 Equity Incentive Plan and an additional shares of our Class A common stock reserved for future issuance under the 2021 ESPP.

The following table summarizes, on the same pro forma basis as of June 30, 2021, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by the existing equity holders and by new investors purchasing shares in this offering, assuming that all of the Class B unitholders exchanged their Class B units for shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

	Shares purchased⁽¹⁾		Total consideration⁽²⁾		Average price per share
	Number	%	Number	%	Average price per share
Existing stockholders		%		%	$
New investors		%		%	$
Total		100 %		100 %	$

(1)	If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own approximately % and our new investors would own approximately % of the total number of shares of our Class A common stock outstanding after this offering.

(2)	If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our new investors would be approximately $ (or %).

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Unaudited pro forma consolidated financial information and other data

The following unaudited pro forma consolidated balance sheet as of June 30, 2021 gives pro forma effect to the Reorganization (see transactions described under “Organizational Structure”), the completion of this offering and our intended use of proceeds therefrom after deducting estimated underwriting discounts and commissions and other costs of this offering (collectively, the “Transactions”), as though such transactions had occurred as of June 30, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 present our consolidated results of operations giving pro forma effect to the Transactions described above as if they had occurred as of January 1, 2020.

The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of these transactions on the historical financial information of TJH Holdco. The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations may not be indicative of the results of operations or financial position that would have occurred had this offering and the related transactions taken place on the dates indicated, or that may be expected to occur in the future. The adjustments are described in the notes to the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations. The unaudited pro forma consolidated financial information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The pro forma adjustments in the Reorganization and Offering Adjustments column principally give effect to:

•	the Reorganization as described in “Organizational Structure”;

•

the issuance of shares of our Class A common stock to the investors in this offering in exchange for net proceeds of approximately $ (based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us;

•

the application of the net proceeds from the sale of Class A common stock in this offering to purchase Class A units directly from TJH Opco, at a purchase price per Class A unit equal to the initial public offering price per share of Class A common stock less the underwriting discount, with such Class A units representing % of the outstanding units of TJH Opco;

•	the repayment of outstanding borrowings related to the mortgage loans associated with the homesites acquired for our business with a portion of the net proceeds of this offering; and

•	the provision for corporate income taxes on the income of Thomas James Homes that will be taxable as a corporation for U.S. federal and state income tax purposes.

Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock in the offering.

TJH Holdco is considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering.

Thomas James Homes will enter into the Tax Receivable Agreement for the benefit of the Oaktree Direct Stockholder and the continuing members of TJH Holdco, pursuant to which Thomas James Homes will pay 85% of the amount of the net cash tax savings, if any, that Thomas James Homes realizes (or, under certain circumstances, is deemed to realize) as a result of (i) in the case of the continuing members of TJH Holdco, increases in tax basis (and certain other tax benefits) resulting from Thomas James Homes’ acquisition of TJH Opco units from pre-IPO members of TJH Opco in connection with this offering and in future exchanges, (ii) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits) and (iii) any payments Thomas James Homes makes under the Tax Receivable Agreement. See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement.”

We have not made any pro forma adjustments relating to reporting, compliance and investor relations costs that we will incur as a public company, as an estimate of such expenses is not determinable.

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The unaudited pro forma consolidated financial information is included for informational purposes only. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions, including this offering, occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma consolidated statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary—Summary Historical Consolidated Financial Information,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Unaudited pro forma consolidated balance sheet as of June 30, 2021

(in thousands)	TJH Holdco Historical	Pro Forma Reorganization Adjustment	As Adjusted Before Offering	Pro Forma Offering Adjustment	Thomas James Homes Pro Forma
Assets
Cash and cash equivalents	$23,037
Restricted cash	2,360
Real estate inventory	502,676
Intangible assets, net	2,005
Goodwill	27,606
Investment in unconsolidated joint ventures	1,878
Other assets	28,731
Total assets	588,293
Liabilities
Accounts payable	$10,361
Accrued expenses and other liabilities	22,925
Distributions and losses in excess of investment in unconsolidated joint ventures	1,277
Due to related parties	471
Mortgage notes payable	336,673
Total liabilities	371,707
Members’ equity
Class A Interest	245,001
Class C Interests	7,574
Accumulated deficit	(35,989)
Total members’ equity	216,586
Total liabilities and members’ equity	$588,293

See accompanying notes to unaudited pro forma consolidated balance sheet.

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Notes to unaudited pro forma consolidated balance sheet

(1)

Reflects the net effect on cash of the receipt of offering proceeds to us of $ , based on the sale of shares of Class A common stock at an assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)

As described in greater detail under “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Thomas James Homes—Tax Receivable Agreement,” in connection with the completion of this offering, we will enter into the Tax Receivable Agreement for the benefit of the Oaktree Direct Stockholder and the continuing members of TJH Holdco, which will provide for the payment by Thomas James Homes to certain continuing members of TJH Holdco of 85% of the amount of the net cash tax savings, if any, that Thomas James Homes realizes, or under certain circumstances is deemed to realize, resulting from (1) in the case of continuing members of TJH Holdco, Thomas James Homes’ acquisition of such continuing member’s TJH Opco units in connection with this offering and in future exchanges, (2) in the case of the Oaktree Direct Stockholder, certain tax attributes of the Oaktree Blocker Entity (including net operating losses) that existed prior to this offering (and certain other tax benefits) and (3) any payments Thomas James Homes makes under the Tax Receivable Agreement (including tax benefits related to imputed interest).

(3)

Due to the uncertainty in the amount and timing of future exchanges of TJH Opco Class B units into shares of our Class A common stock by the continuing members of TJH Holdco, and the uncertainty of when those exchanges will ultimately result in tax savings, the unaudited pro forma consolidated financial information assumes that no exchanges of TJH Opco units have occurred and therefore no increases in tax basis in Thomas James Homes’ assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information. However, if all of the continuing members of TJH Holdco were to exchange their TJH Opco units, we would recognize a deferred tax asset of approximately $ and a liability of approximately $ , assuming (i) that the continuing members of TJH Holdco redeemed or exchanged all of their TJH Opco units immediately after the completion of this offering at an assumed initial public offering price of $ per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of % and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of shares of our Class A common stock at the time of the exchange and the tax rates then in effect.

We will hold an economic interest of % in TJH Opco subsequent to the Reorganization and this offering. The % interest that we do not own represents a non-controlling interest for financial reporting purposes. TJH Opco will be treated as a partnership for U.S. federal and state income tax purposes. Following the Transactions, Thomas James Homes will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income generated by TJH Opco.

As a result of this offering, we recorded a deferred tax asset of $ million in the unaudited pro forma consolidated balance sheet as of June 30, 2021, as a result of the difference between the financial reporting value and the tax basis of Thomas James Homes’ investment in TJH Opco. Thomas James Homes analyzes the likelihood that its deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion, or all, of a deferred tax asset related to acquiring its interest in TJH Opco through newly issued LLC units is not expected to be realized unless Thomas James Homes disposes of its investment in TJH Opco. Thomas James Homes has recognized a valuation allowance of $ million against the deferred tax asset (resulting in a net deferred tax asset of zero) which is considered capital in nature as it was not more likely than not that this portion of deferred tax assets would be realized.

As of June 30, 2021, we did not have any material net operating loss or credit carryforwards.

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(4)

Reflects deferred costs associated with this offering, including certain legal, accounting and other related costs, which have been recorded in prepaid expenses and other current assets on the consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital.

(5)

Upon completion of the Transactions, we will become the sole managing member of TJH Opco. Although initially we will have a minority economic interest in TJH Opco, we will have the majority voting interest in, and control of the management of, TJH Opco. As a result, we will consolidate the financial results of TJH Opco and will report non-controlling interests related to the interests in TJH Opco held by the continuing members of TJH Holdco on our consolidated balance sheet. Immediately following the Transactions, the economic interests held by the non-controlling interests will be approximately %. If the underwriters were to exercise their option to purchase additional shares of our Class A common stock in full, the economic interests held by the non-controlling interests would be approximately %. Through their ownership of our Class A and Class B common stock, Oaktree Fund and Beadel will control a majority of the voting power of the common stock of Thomas James Homes, the managing member of TJH Opco and will therefore have indirect control over TJH Opco.

(6)	The components of increase to additional paid-in capital as a result of the amounts allocable to Thomas James Homes from net proceeds of this offering are set forth below:

	Pro Forma Reorganization Adjustments	Pro Forma Offering Adjustments	Thomas James Homes Pro Forma
Reclassification of members’ equity and convertible preferred units	$		$
Proceeds from offering net of underwriting discounts
Payment of estimated offering costs
Transaction costs incurred prior to this offering deferred as prepaid expenses and other current assets⁽⁴⁾
Par value of Class A common stock
Par value of Class B common stock
Non-controlling interests
Additional paid-in capital	$		$

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Unaudited pro forma consolidated statement of operations for the six months

ended June 30, 2021

($ in thousands)	TJH Holdco Historical	Pro Forma Offering Adjustment	Thomas James Homes Pro Forma
Revenues
Home and homesite sales	$273,942
Home services	17,159
	291,101
Cost of sales
Home and homesite sales	234,215
Impairment of real estate inventory	818
Home services	10,587
	245,620
Gross profit
Home and homesite sales	38,909
Home services	6,572
	45,481
Operating expenses
Sales and marketing	18,955
General and administrative	24,418
Total operating expenses	43,373
Operating income	2,108
Other income	415
Equity in losses in unconsolidated joint ventures	(798)
Net income	$1,725
Home and homesite closings	94

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Unaudited pro forma consolidated statement of operations for the year

ended December 31, 2020

	TJH Holdco Historical	Pro Forma Offering Adjustment	Thomas James Homes Pro Forma
Revenues
Home and homesite sales	$182,121
Home services	8,624
	190,745
Cost of sales
Home and homesite sales	161,421

Assumed initial public offering price per share

Pro forma net tangible book value per share of Class A common stock as of June 30, 2021

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

Pro forma net tangible book value per share after the offering

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