Item 3.02.  Unregistered Sales of Equity Securities.
On February 1, 2021, i3 Verticals, Inc., a Delaware Corporation (the "Company"),
through i3-BIS, LLC, a Delaware limited liability company and indirect wholly
owned subsidiary of the Company, completed its acquisition (the "Acquisition")
of substantially all of the assets of Business Information Systems, GP, a
Tennessee general partnership ("BIS GP") and Business Information Systems, Inc.,
a Tennessee corporation ("BIS Inc."). The aggregate purchase price of the
Acquisition included $52.5 million in cash consideration paid at closing,
subject to certain post-closing working capital adjustments, 1,202,914 shares of
the Company's Class A common stock, $0.0001 par value ("Common Stock") issued to
BIS GP and certain of its designees, and contingent consideration of up to $16.0
million, subject to the satisfaction of certain growth metrics over established
time periods.
The issuance of shares of Common Stock in connection with the Acquisition was
made to a limited number of accredited investors in reliance on the private
offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended,
and/or Rule 506 of Regulation D promulgated thereunder. In connection with the
Acquisition, the Company agreed to register the resale of the shares as soon as
commercially reasonably possible after the closing of the Acquisition.
Item 7.01.  Regulation FD Disclosure.
On February 5, 2021, the Company issued a press release regarding the
Acquisition. A copy of the press release announcing the Acquisition is attached
hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits.

     Exhibit No.                                           Description
         99.1                  Press release issued by the Company on February 5, 2021
                             Cover Page Interactive Data File (embedded within the Inline XBRL
         104                 document).



--------------------------------------------------------------------------------

© Edgar Online, source Glimpses