Preliminary Offering Circular dated August 23, 2018

Fifteen Five Partners PBC

901 Crystal Falls Parkway, Suite 207
Leander, Texas 78641
Tel: (512) 826-7355

www.fifteenfivepartners.com

Up to 250,000 shares of Class A Common Stock
See "Securities Being Offered" at page 35

Minimum Investment: 100 shares ($100.00)

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Securities and Exchange Commission, or (3) the date at which the offering is earlier terminated by the Company in its sole discretion. The offering is being conducted on a best-efforts basis without any minimum target. The Company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the Company.

* The company expects that the amount of expenses it will pay in connection with this offering will be approximately $20,000, not including state filing fees.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See "Risk Factors" on page 3.

Sales of these securities will commence on approximately [ ], 2018.

The Company is following the "Offering Circular" format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY'S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

A Message from our Founder

"An Owner's Manual" for Fifteen Five Stockholders¹

Fifteen Five Partners is not a normal company and will never be one. We want all of our stockholders to understand this. Before investing, it would be wise to understand our eight owner-related principles and beliefs. These will help you to understand us more and understand your potential investment.

1. We are Different: We are often unconventional. We seek to ask different questions that yield different answers. An example of this is our decision to become a public benefit corporation, which means we have a fiduciary responsibility to not only our stockholders, but also to the public benefits defined in our charter. Being unconventional might have some benefits, but it might have disadvantages. We accept that some people may not understand us immediately, or perhaps for our entire lifetimes. We don't care if others think we are crazy. A successful company once said, "Here's to the crazy ones, the misfits, the rebels, the troublemakers, the round pegs in the square holes, the ones who see things differently. They're not fond of rules, and they have no respect for the status quo. You can quote them, disagree with them, glorify or vilify them. About the only thing you can't do is ignore them. Because they change things. They push the human race forward. While some see them as the crazy ones, we see genius. Because the people who are crazy enough to think that they can change the world, are the ones who do."²
2. We Dream really really really big³: We believe that capitalism mixed with the legal framework of public benefit corporations, and with the right mission, has the potential to create a Captopia.⁴ We believe that we can change the world with our dream. Two of our goals are to (i) have the highest return to stockholders over the next 50-year interval, out of any publicly traded stock in the world, and (ii) beat the stock performance of Berkshire Hathaway recorded over the period from 1965 to 2014. A wise man once said, "If you ain't first, you're last."⁵ Over time, we will provide updates to our stockholders regarding our progress toward this goal; as you would expect, we may not hit it, the odds are against us.
3. We strive to be a museum for great businesses and exceptional people: As a holding company for several wholly-owned subsidiaries, we have no desire to sell any of our good businesses, regardless of price. We also are reluctant to sell our mediocre businesses as long as they generate some cash for allocation in other great businesses. The same goes for people. For exceptional people we will never engage in layoffs to hit profitability numbers. We also have unique raise and bonus protocols that could result in some individuals making a much higher than market salary based on the number of people they have helped develop. We will continue to honor those commitments to those that helped us achieve our results. We will also strive to be the most logical choice for business owners looking to transition ownership of their businesses. With us, your business will be treated like a work of art. We will create an exhibit hall in our museum that is dedicated to their work of art. Your business is in safe hands with us and we would even love to have you continue to lead it and finish the painting you started.

¹ The concept of "An Owner's Manual" was inspired by Warren Buffett's letters to the stockholders of Berkshire Hathaway in the company's annual reports.
² Apple Inc., "Crazy Ones" television commercial (1997).
³ Renowned investor Jorge Paulo Lemann said, "a big dream does not take any more effort than a small dream, so dream big."
⁴ A Captopia is a utopian society produced by benefit capitalism.
⁵ Reese Bobby, Talladega Nights: The Ballad of Ricky Bobby (2006).

4. We think long term: Corporations are somewhat like immortal people. Since we (Fifteen Five) could live for, say, 500-1,000 years or more, just pull out your calculator to see what happens when our profits are compounded at 10 to 20% per year. So given enough centuries, the right culture, and the growth rate, we believe this Company will be the largest in the world and our partners have the most impact on this world. As for stock performance, we should be judged over 20-year periods. We think we should be judged on performance for book value per share over 5-year periods. Since our focus is on the long-term, we do not see any benefit in trying to smooth out earnings or win favor with financial analysts. We will not participate in earning guidance or analysts calls. Both of these should be compared against the S&P 500. We will, however, communicate with our stockholders twice per year: first in a letter like this contained in our annual report, and again at our annual stockholders' meeting.
5. We have multiple stakeholders: We are partners with our team members, stockholders, current society, and future society. We will strive to align the interests of our stockholders with the interests of our team while benefiting society.
6. We don't like debt but we love leverage: We want to use modest amounts of debt. You might be asking, "why do you love leverage?" Let me explain: we believe in an equation for wealth, which is W = (V + E) × L, where W is wealth, V is Value, E is Exchange, and L is leverage.⁶ To understand this equation, you first have to get a mental picture in your mind. Picture a river of money. Right now, there are millions of dollars floating around the world in different streams and rivers. You don't make money, you redirect that flow to you. Water obeys physics and with water, it travels when there is a height differential, and the bigger the height differential the faster the water moves. Money is no different, and it flows fast when there is a value differential, the bigger the differential, the faster the flow. Value differential could be many things and they could include a new innovation, cost, speed, be faster, bigger, etc. The exchange is getting fair compensation for the value you have created and the process of putting your value out into the world. The leverage in the equation represents the width/depth of the river, so the wider the river the more money it can flow. Leverage is many things. It can represent, money, locations, people, systems, etc. This is why we love it. We will strive to increase these forms of leverage.
   1. Multiple forms of float: While there are other forms of business float that we will pursue, insurance is the largest. We have zero experience in the insurance industry, however we will want to enter it at some point in the future. While we are lacking experience and also knowledge, we believe that we do possess some competitive advantages in the field, including:
      1. We believe there is an institutional imperative in the industry to grow premiums on a year over year basis.
      2. We believe an insurance company in a conglomerate corporate structure provides some unique benefits to a capital allocator.
      3. We believe that there is some innovation that could happen leveraging big analytics, IoT, and also long-tail targeting methods.

⁶ See Roger Hamilton, "The Wealth Equation," available at https://youtu.be/Px3LdU9pytY, and Rob Moore, "The Formula for Wealth," available at https://robmoore.com/blog/wealth-value-exchange-x-leverage. To my knowledge, Hamilton originally developed the formula as W = V × L, and Moore later modified it to include the exchange factor E.

2. Assets Under Management ("AUM" or "other people's money"): If you believe that ideas are abundant, and there is a push to develop more leaders, it makes sense to combine capital allocated for M&A with OPM. We have zero AUM now but like the economics of the private equity, independent sponsor, and private investment firm industry and thus would like to pursue it one day.
3. Deferred Tax Liabilities (DTLs): We view DTL as a form of float. When we can get an interest free loan from Uncle Sam, we will do this.
4. Leadership Bench:
   1. Part of the mandate to increase AUM is so that we can spread our capital out more broadly to help attract more talent and to develop more leaders. We believe that our leadership bench is the most important KPI. No organization can grow faster, sustainably over time, than at the rate they develop cohesive, healthy leadership teams.
   2. Exceptional people are the only long-term competitive advantage in business. Growing our leadership bench is our most important mandate. We will make capital allocation decisions and set goals to achieve this.
5. Business Models, Systems, and Automation: We will strive to invest in non-capital-intensive ventures that have the ability to grow 10x in intrinsic value with minimal capital expenditures. We also believe in the power of systems and the opportunity that automation gives business. With people, we want to look for "Air Distillers"—people that can make money out of thin air. Let me explain. The way argon, nitrogen, and oxygen are made is by a process called fractional distillation.⁷ It's a fairly complicated process, but to a chemist it's very easy. An air distiller with the right equipment can produce virtually unlimited amounts of those different gases which could be resold and thus create money out of thin air. The rate limiting factor is the chemist and the equipment. Having air distillers on our team that can be deployed in a number of businesses gives the Company a competitive advantage as it can leverage these individuals in high ROE ventures. We want to connect the right chemists (or leaders) to the right equipment so we can make money out of thin air.
7. We believe in a modified, decentralized conglomerate structure: We believe that a decentralized management structure in a conglomerate holding company can work in the short-term. Over the course of 50 to 500 years, we believe that it is unlikely to outperform the market. We believe that having shared service companies that operate as independent businesses, that are all related to multiple consulting groups, could provide the advantages of a decentralized management structure while also giving leaders the fire power and domain expertise to compete in our fast-changing world.
8. Our long-term stockholder economic goal is to maximize Fifteen Five's average annual gain in intrinsic business value on a per-share business on a long-term basis: We will strive to not issue stock when it does not increase the intrinsic per-share value, whether it is for a merger or acquisition, raising capital, or an employee stock plan.

–Thomas Ince, CEO

⁷ Fractional distillation is a process of heating air to 200 degrees Celsius, which then liquefies the air. After that the liquid is heated up slowly and there is a process of capturing the different gases as they each have different boiling points.

Table of Contents

In this Offering Circular, the terms "Fifteen Five," "we," "us," "our," and "the Company" refer to Fifteen Five Partners PBC.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, WORDS LIKE "ESTIMATE," "PROJECT," "BELIEVE," AND "EXPECT" CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Company Overview

We are a public benefit corporation headquartered in Texas. We own and operate affordable, hands-on vocational schools for medical and dental assistants. We have developed a unique approach by partnering with area physicians and dentists to conduct classes in their actual medical and dental facilities on nights and weekends. By leveraging existing facilities in this manner, we offer more attractive classes to students than our traditional competitors in the Title IV industry and with lower cash outlays and other overhead costs.

In addition to our vocational training business, we also operate several other lines of business through various wholly- and partially-owned subsidiaries. While these businesses are largely distinct, they can also present opportunities for synergy. Fifteen Five's role as the parent company of these subsidiaries is to (a) identify and implement such synergies when they exist and (b) strategically allocate capital generated by each subsidiary to other subsidiaries within the Fifteen Five ecosystem in order to maximize our stockholder value. As a public benefit corporation, we have also committed to contributing 10 percent of our net profits to investment in other public benefit corporations under the Fifteen Five umbrella.

Selected Risks Associated with the Business

Our Company and our business are subject to a number of risks, which are set out in more detail in "Risk Factors." Risks include the following:

• The emergence of more successful competitors, including those offering price reductions that we are unwilling or unable to match
• Adverse publicity, investigations, or regulation regarding us, our competitors, or our industry
• A decline in the market acceptance of for-profit education or our certificate offerings by students or current and prospective employers
• Our ability to successfully market our program opportunities to prospective students in existing and future markets

The Offering

The SEC requires that we identify risks that are specific to our business and financial condition. We are still subject to all the same risks that all companies in our business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events, and even natural disasters. Additionally, growth-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to Our Business and Industry

We require highly-qualified personnel to manage and operate our various schools.

In our decentralized business model, we rely on qualified and competent management to direct day-to-day business activities of our schools. These programs also rely on qualified and competent personnel to execute the in-class training and oversight needed to serve our students. Changes in state regulations, training requirements and the unavailability of qualified personnel could negatively impact our schools' ability to meet the needs of students and fulfill school functions. Recruiting and retaining qualified personnel is important to all of our operations.

Although we have adequate personnel for the current business environment, unpredictable increases in demand for goods and services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on our operating results, financial condition and liquidity.

To execute our growth strategy, we must attract and retain highly qualified faculty, administrators, management and skilled personnel. Competition for hiring these individuals is intense, especially with regard to faculty in specialized areas. If we fail to attract new skilled personnel or faculty or fail to retain and motivate our existing faculty, administrators, management and skilled personnel, our business and growth prospects could be severely harmed.

Our unique business model may expose us to greater a risk of liability for property damage and injury.

Because the majority of our school locations are located far from our corporate headquarters, and instruction frequently occurs in high-value dental and medical practices, corporate management is not able to provide daily oversight and control over all of our employees. If one of our employees damages a practice or its equipment, the Company could be liable for damage to these high-value practices, including reimbursement for the cost of repairs, replacement of equipment, lost profits for the practice, lost wages for the practice's employees, and other special damages.

Since our locations are located in dental and medical practices, there is a risk an employee or student could discover protected health information belonging to a patient. This breach of the Health Information Portability and Accountability Act would subject the practice to potentially significant fines and penalties and could lead the practice to seek indemnification from us to cover the cost of these fines and penalties.

Since our locations are located in dental and medical practices, there is a risk an employee or student could be exposed to health hazards from the practices' patients. This could occur if our students or employees, or even employees of the medical or dental office, do not follow protocol. Depending on the facts and circumstances, we could be liable for damages suffered by our students or employees.

We are dependent on the services a few key personnel.

Major investment decisions and all major capital allocation decisions are made by Thomas Ince, our President, CEO and sole Director. If the services of our key personnel, particularly Mr. Ince, were to become unavailable, our operations could be adversely impacted.

In addition to serving as our CEO, Mr. Ince is also the CEO of Vandelay Education, LLC ("Vandelay"), one of our wholly-owned subsidiaries and the primary source of our revenue. While having a single executive simultaneously fill both these roles is currently feasible, it is not sustainable over the long-term as our other portfolio companies grow. We will need to develop a succession plan for Vandelay, the result of which could hinder operating results.

Our future success depends, in part, on our ability to attract and retain key personnel. The loss of the services of Mr. Ince or other key individuals, and the process to replace these individuals would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

If we fail to comply with the extensive regulatory requirements for our business, we could face penalties and significant restrictions on our operations.

We are subject to extensive and various regulation by the education regulatory agencies for each state in which we do business. These state laws typically establish standards for instruction, qualifications of faculty, administrative procedures, marketing, recruiting, financial operations, and other operational matters. The regulations, standards and policies of these administrative agencies cover the vast majority of our operations, including our educational programs, facilities, instructional and administrative staff, administrative procedures, marketing, recruiting, financial operations and financial condition. (In addition, the U.S. Department of Defense regulates our participation in the military spouse tuition assistance program in several locations where we choose to participate.)

These regulatory requirements can also affect our ability to add new or expand existing educational programs and to change our corporate structure and ownership If we fail to comply with state requirements to obtain licensure or authorization, we may be the subject of injunctive actions or penalties. Loss of licensure or authorization or the failure to obtain required licensures or authorizations could prohibit us from recruiting or enrolling students in certain states, reduce significantly our enrollments and revenues and have a material adverse effect on our results of operations. In particular, the majority of our schools have been approved by the Texas Workforce Commission, but any changes to the approval and re-licensure of these schools could lead to material harm to our Company.

We may be subject to additional regulation by state and federal agencies, and potential legislation or regulation could change the dynamics of our business and industry.

Our medical and dental assistant programs may become subject to additional state and federal regulation. This additional regulation could require us to expand student services, be subject to additional state reporting requirements, inhibit prospective students from obtaining loans to finance their attendance, or impose other regulatory requirements that could significantly increase the operational and legal cost of compliance.

It is possible that, in the future, the federal government may directly subsidize or even pay for post-secondary education, which would provide students with the ability to attend accredited schools that offer longer, more expensive programs at a reduced or eliminated cost. This may decrease the demand for our industry's services.

Other future regulation involving issues such as consumer protection, mobile communications, privacy, data protection, electronic communications, pricing and taxation may increase our costs or risks, which could reduce our profitability and/or impede our growth.

Some states may require programs be accredited to operate, which would prevent our programs from being offered in those states.

Four states require schools to be accredited in order to be licensed and operate under our current model. Since our programs are unaccredited, this prohibits us from expanding into those states and eliminates our ability to enter those markets. If any more states adopt this standard, this would further inhibit our ability to expand to new markets, or it could mean we would have to exit certain states.

State agencies may also have their own accreditation requirements that would prevent a specific program from entering that state. For example, Minnesota requires dental assistants attend an accredited dental assistant program in order to receive their certification for radiology. Since our program is unaccredited, our dental assistant program cannot enter Minnesota and have students able to take radiographs after completion. However, there is no accreditation standard for medical assisting programs in Minnesota, and our medical assistant program may enter into Minnesota. Any states that adopt standards similar to Minnesota would bar one or both of our programs from entering those states.

The trend in municipalities adopting employee protective ordinances may impose increased operational and compliance costs on us.

Many cities across the country are adopting local ordinances that create new workers' rights ordinances that may impact our business. These new ordinances include new anti-discrimination rules, minimum wage rates, guaranteed paid medical or family leave or vacation time, and predictive scheduling. Almost all of our instructors are currently part-time employees and, per Company policy, do not receive paid medical leave or vacation time. Many cities and states in which we are currently, or plan to be, operating require may require us to offer additional benefits to these part-time employees. This would increase not only payroll costs, but also other legal, accounting and administrative costs as we attempt to comply with these new mandates.

If our competitors are subject to further regulatory claims and adverse publicity, it may affect our industry and reduce our future enrollment.

We are one of a number of for-profit institutions serving the post-secondary education market. In recent years, regulatory investigations and civil litigation have been commenced against several companies that own for-profit educational institutions. These investigations and lawsuits have alleged, among other things, deceptive trade practices and non-compliance with state regulations. These allegations have attracted adverse media coverage and have been the subject of federal and state legislative hearings. The primary regulation and oversight of our courses occur at the state level. We are not regulated by the U.S. Department of Education and do not participate in federal student lending programs or receive Title IV funding. Nevertheless, while most recent public, regulatory and legislative attention has centered on allegations against specific companies, broader claims against the overall for-profit school sector may negatively affect public perceptions of other for-profit educational institutions, including Vandelay, which could reduce our enrollment, growth and profitability. Adverse media coverage regarding other companies in our industry could also result in increased regulation by state legislatures, litigation by state attorneys general, or enforcement by other state and federal authorities again all for-profit institutions, including us.

Because we are subject to sanctions if we fail to calculate correctly and return timely refunds for students who stop participating before completing their educational program, our future operating results may be adversely affected. Due to potential new regulation or legislative action on this topic, our future costs of compliance may increase.

We must correctly calculate the amount of unearned funds that have been paid by students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, generally within 60 days or less after the student's last date of attendance. We must keep accurate records of each student's attendance. Each state we operate in has unique refund calculation rules that we must follow whenever we are computing a refund. This complexity increases our cost in ensuring full compliance. Under state regulations, late return of student refunds for any student causes us to incur significant penalties, starting on the day the refund is late and continuing until the refund is properly issued. This penalty rate may change annually in a state. If we fail to provide an accurate refund in a timely manner, we could ultimately owe an amount several times larger than what the student originally paid, in addition to any fines or other penalties that may be assessed by a state regulator. This may have an impact on our systems, our future operations and cash flows.

If state legislatures or education regulatory agencies change these rules, changes would likely be drafted in favor of students. This would increase our costs, both in the amount of refunds owed to withdrawing students and the compliance costs associated with these changes.

Investigations by state attorneys general and governmental agencies regarding relationships between loan providers and educational institutions and their financial aid officers may result in increased regulatory burdens and costs.

In recent years, the student lending practices of post-secondary educational institutions, financial aid officers and student loan providers were subject to several investigations conducted by state attorneys general, Congress and other governmental agencies. These investigations concern,

among other things, possible deceptive practices in the marketing of private student loans and loans provided by lenders pursuant to consumer protection statutes and state education laws. While we do not currently have contractual relationships with any lenders, we may enter into such arrangements in the future in order to offer new payment options to students. These relationships would require compliance with state and federal laws. Some state legislatures have recently passed or considered new legislation governing the relationships between lenders and institutions. Because of the evolving nature of these legislative efforts and various inquiries and developments, we are unable to predict with certainty their outcome or the potential remedial actions that might result from these types of inquiries. Governmental action may impose increased administrative and regulatory costs and decrease profit margins.

If we pay impermissible commissions, bonuses or other incentive payments to individuals involved in recruiting, admissions or financial aid activities, we will be subject to sanctions.

Many states have regulations limiting or prohibiting commissions, bonuses or other incentive payments to individuals in recruiting, admissions, or financial aid activities. These are typically aimed at "head hunting" bonuses, where an incentive is offered for each prospective student who enrolls in a program. If we pay a bonus, commission or other incentive payment in violation of applicable state rules, we could be subject to sanctions, fines, and other penalties, which could have a material adverse effect on our business.

If our student job placement numbers fail to meet required levels, we may lose eligibility for a school to continue to operate.

Some state regulations provide that a school's license terminates when historical job rates reach below a certain level in a certain single- or multi-year period. In the event that one of our schools fails to reach certain job thresholds, we may have to close that school down or develop a remediation plan to present to the state, which could change current enrollment numbers.

If we fail to comply with the state misrepresentation rules, it could result in sanctions against us.

The state regulators and attorneys general may take action against an institution in the event of a material misrepresentation by the institution concerning the nature of its educational programs, its financial charges, its accreditation or licensure status, or the employability of its graduates. Under many state regulations, an institution engages in material misrepresentation when the institution itself, one of its representatives, or an organization or person with which the institution has an agreement to provide educational programs, marketing, advertising, or admissions services, makes a material misrepresentation directly or indirectly to a student, prospective student or any member of the public, or to an accrediting agency or a state agency. The regulations define misrepresentation as any false, erroneous or misleading statement, and they define a misleading statement as any statement that has the likelihood or tendency to deceive or confuse. The regulations define material misrepresentation as any misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to the person's detriment. If a state agency determines that an institution has engaged in material misrepresentation, the state agency may revoke an institution's license, impose limitations on an institution's recruiting efforts, deny new licensure applications made on behalf of the institution

or another institution under common ownership with the institution, or initiate a proceeding against the institution to fine the institution or to limit, suspend or termination of the institution's license. We expect that there could be an increase in our industry of administrative actions and litigation claiming substantial misrepresentation, which at a minimum would increase legal costs associated with defending such actions, and as a result our business could be materially and adversely affected.

We have a limited operating history.

Our limited operating history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. While we have been operating schools since 2010, we have only significantly expanded the size of the Company since 2016. Therefore, the effects on the Company from changes in the vocational education market and the overall economy may be difficult to predict.

If we cannot manage our growth, our results of operations may suffer and could adversely affect our ability to comply with state regulations.

The growth that we have experienced since 2011, as well as future growth, may place a significant strain on our resources and increase demands on our management information and reporting systems and financial management controls. We have experienced growth over the last several years. Assuming we continue to grow as anticipated, it may impact our ability to manage our business. If growth negatively impacts our ability to manage our business, the learning experience for our students could be adversely affected, resulting in a higher rate of student attrition and fewer student referrals. If we are unable to manage our growth, we may also experience operating inefficiencies that could increase our costs and adversely affect our profitability and results of operations.

Because our business model is becoming more prolific in the national market, there is a risk of other entities duplicating it in part or in whole, creating more competition in our marketplace.

If companies begin to duplicate our business model, this could serve as a new competition source that could possibly materially harm our business.

We compete and market for the same student that larger for-profit schools and public and private schools compete for. With more competition, this may materially harm our business.

Postsecondary education is highly fragmented and competitive. We compete with traditional, brick-and-mortar, public and private, two- and four-year colleges as well as other for-profit schools, particularly those that offer online learning programs. Public and private colleges and universities, as well as other for-profit schools, offer programs similar to those we offer. Public institutions receive substantial government subsidies, and public and private institutions have access to government and foundation grants, tax-deductible contributions that create large endowments and other financial resources generally not available to for-profit schools. Accordingly, public and private institutions may have instructional and support resources that are superior to those in the for-profit sector. In addition, some of our competitors, including both traditional colleges and universities and online for-profit schools, have substantially greater name

recognition and financial and other resources than we have, which may enable them to compete more effectively for potential students.

We may not be able to compete successfully against current or future competitors and may face competitive pressures including price pressures that could adversely affect our business or results of operations and reduce our operating margins. These competitive factors could cause our enrollments, revenues and profitability to decrease significantly.

In the event that we are unable to update and expand the content of existing programs and develop new programs and specializations on a timely basis and in a cost-effective manner, our results of operations may be harmed.

The updates and expansions of our existing programs and the development of new programs and specializations may not be accepted by existing or prospective students or employers. If we cannot respond to changes in market requirements, our business may be adversely affected. Even if we are able to develop acceptable new programs, we may not be able to introduce these new programs as quickly as students require or as quickly as our competitors introduce competing programs. To offer a new academic program, we may be required to obtain additional state and accrediting agency approvals, which may be conditioned or delayed in a manner that could significantly affect our growth plans. If we are unable to respond adequately to changes in market due to financial constraints, regulatory limitations or other factors, our ability to attract and retain students could be impaired and our financial results could suffer.

Establishing new academic programs or modifying existing programs may require us to make investments in management and faculty, incur marketing expenses and reallocate other resources. If we are unable to increase the number of students, or offer new programs in a cost-effective manner, or are otherwise unable to manage effectively the operations of newly established academic programs, our results of operations and financial condition could be adversely affected.

Because our future growth and profitability will depend in large part upon the effectiveness of our marketing and advertising efforts, if those efforts are unsuccessful we may not be profitable in the future.

Our future growth and profitability will depend in large part upon our media performance, including our ability to:

• Grow our medical and dental assistant programs;
• Create greater awareness of our school and our programs;
• Identify the most effective and efficient level of spending in each market and specific media vehicle;
• Determine the appropriate creative message and media mix for advertising, marketing and promotional expenditures;
• Effectively manage marketing costs (including creative and media); and
• Our marketing expenditures may not result in increased revenue or generate sufficient levels of brand name and program awareness.

Although our management has successfully implemented a weekly payment plan business model, it may not be successful long-term.

We have developed a weekly payment plan model designed to substantially increase our student enrollment and reduce or eliminate our students' education debt. While results to date have been as anticipated, there are no assurances that this model will continue to be successful. Among the risks are the following:

• Our ability to compete with existing colleges which have substantially greater financial resources, deeper management and academic resources, and enhanced public reputations;
• The emergence of more successful competitors;
• Factors related to our marketing, including the costs of Internet advertising and broad-based branding campaigns;
• Performance problems with our online systems;
• Student dissatisfaction with our services and programs;
• Adverse publicity regarding us, our competitors or online or for-profit education generally;
• A decrease in the perceived or actual economic benefits that students derive from our programs;
• Potential students may not be able to afford the weekly payments; and
• If our weekly payment plan business model does not continue to be favorably received, our revenues may not increase.

If the demand for the medical or dental assistant workforce decreases, our business will be adversely affected.

The education of medical and dental assistants comprises the vast majority of our Company's current revenue and recent growth. If the demand for medical or dental assistants does not continue to grow, or there are changes within the healthcare industry that make the medical or dental assistant occupation less attractive to learners or that make the occupations obsolete, our enrollment and results of operations would be adversely affected.

If we experience any interruption to our technology infrastructure, it could prevent students from signing up for courses, which could have a material adverse effect on our ability to attract and retain students and could require us to incur additional expenses to correct or mitigate the interruption.

Our computer networks may be vulnerable to unauthorized access, computer hackers, computer viruses and other security problems. A user who circumvents security measures could misappropriate proprietary information, personal information about our students or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these security breaches or to alleviate problems caused by these breaches.

If we incur system disruptions to our online computer networks, it could impact our ability to generate revenue and damage our reputation, limiting our ability to attract and retain students.

Since early 2011, we have made investments to update our computer network to permit accelerated student enrollment and enhance our students' learning experience. Our programs include significant online portions, including the schools' phones, student enrollment, student homework assignments, and student files. The performance and reliability of our technology infrastructure is critical to our reputation and ability to attract and retain students. Any system error or failure, or a sudden and significant increase in bandwidth usage, could result in the unavailability of our services, damaging our reputation and could cause a loss in enrollment. Our technology infrastructure could be vulnerable to interruption or malfunction due to events beyond our control, including natural disasters, terrorist activities and telecommunications failures.

If we or our service providers are unable to update the technology that we rely upon to offer online education, our future growth may be impaired.

We believe that continued growth will require our service providers to increase the capacity and capabilities of their technology infrastructure. Increasing the capacity and capabilities of the technology infrastructure will require these third parties to invest capital, time and resources, and there is no assurance that even with sufficient investment their systems will be scalable to accommodate future growth. Our service providers may also need to invest capital, time and resources to update their technology in response to competitive pressures in the marketplace. If they are unwilling or unable to increase the capacity of their resources or update their resources appropriately and we cannot change over to other service providers efficiently, our ability to handle growth, our ability to attract or retain students, and our financial condition and results of operations could be adversely affected.

Because we rely on third parties to provide services in running our operations, if any of these parties fail to provide the agreed services at an acceptable level, it could limit our ability to provide services and/or cause student dissatisfaction, either of which could adversely affect our business.

We rely on third parties to provide us with services in order for us to efficiently and securely operate our business, including our computer network, phone system, and the courses we offer to students. Any interruption in our ability to obtain the services of these or other third parties or deterioration in their performance could impair the quality of our educational product and overall business. Generally, there are multiple sources for the services we purchase. Our business could be disrupted if we were required to replace any of these third parties, especially if the replacement became necessary on short notice, which could adversely affect our business and results of operations.

Because we rely on third-party administration and hosting of learning management system software for the online portions of our programs, if that third-party were to cease to do business or alter its business practices and services, it could have an adverse impact on our ability to operate.

We currently use third parties to provide the software that manages our LMS, phone systems, enrollment process, student files, student portal, instructor portal and other essential Company processes. We further rely on third parties and our internal staff for ongoing support and customization and integration of the system with the rest of our technology infrastructure. If any one of our service providers were unable or unwilling to continue to provide us with service, we may have difficulty maintaining the software required for our program or updating it for future technological changes. Any failure to maintain the online portion of our programs would have an adverse impact on our operations, damage our reputation and limit our ability to attract and retain students.

If we are unable to develop awareness of our course offerings and attract and retain high quality learners to our schools, our ability to generate significant revenue or achieve profitability will be significantly impaired.

Building awareness of Vandelay schools and the programs we offer among working adult professionals is critical to our ability to attract prospective learners. If we are unable to successfully market and advertise our educational programs, our ability to attract and enroll prospective learners in such programs could be adversely affected, and consequently, our ability to increase revenue or achieve profitability could be impaired. It is also critical to our success that we convert these prospective students to enrolled students in a cost-effective manner and that, once enrolled, students remain active in our programs. Some of the factors that could prevent us from successfully enrolling and retaining students in our programs include:

• The emergence of more successful competitors, including those offering price reductions that we are unwilling or unable to match;
• Factors related to our marketing, including the costs of Internet advertising and broad-based branding campaigns;
• Performance problems with our online systems;
• Failure to maintain licensure;
• Student dissatisfaction with our services and programs, including with our customer service and responsiveness;
• Adverse publicity, investigations, or regulation regarding us, our competitors, or our industry;
• A decline in the acceptance of for-profit education or our certificate offerings by students or current and prospective employers;
• Increased regulation of for profit education, including in states where we lack a physical presence;
• A decrease in the perceived or actual economic benefits students derive from our programs; and
• Difficulties in executing on our strategy as a preferred provider to employers for the vertical markets we serve.

Changes to Google and Facebook marketing algorithms might materially harm our business.

We rely on various Facebook and Google marketing methods to reach prospective students. Thus, changes to their targeting criteria or organic SEO algorithms may harm our business.

Because we rely on short-term lease agreements for our school locations, we are at risk for cancellations of our lease agreements.

Our schools are primarily hosted in medical and dental offices at times when the offices are not in use, usually on Saturdays. In the event that a lease contract is terminated and we cannot find a suitable replacement office for our school, we may experience reduced enrollment or even closure of that school.

Because the personal information that we and our vendors collect may be vulnerable to breach, theft or loss, occurrence of any of these events could adversely affect our reputation and operations.

Possession and use of personal information in our operations subjects us to risks and costs that could harm our business. We use a third-party vendor to collect and retain large amounts of personal information regarding our students and their families, including social security numbers, personal and family financial data, and credit card numbers. We also collect and maintain personal information of our employees in the ordinary course of our business. Some of this personal information is also held and managed by other of our vendors. Errors in the storage, use or transmission of personal information could result in a breach of student or employee privacy. Possession and use of personal information in our operations also subjects us to legislative and regulatory burdens that could require notification of data breaches, restrict our use of personal information, and cause us to incur liability and damage our reputation. We cannot guarantee that there will not be a breach, loss or theft of personal information that we store or our third parties store. A breach, theft or loss of personal information regarding our students and their families or our employees that is held by us or our vendors could have a material adverse effect on our reputation and results of operations and result in liability under state and federal privacy statutes and legal or administrative actions by state attorneys general, private litigants, and federal regulators, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If we are unable to protect our intellectual property, our business could be harmed.

In the ordinary course of our business, we develop intellectual property of many kinds that is or will be the subject of copyright, trademark, service mark, trade secret or other protections. This intellectual property includes but is not limited to courseware materials, business know-how and internal processes and procedures developed to respond to the requirements of operating and various education regulatory agencies. We rely on a combination of copyrights, trademarks, service marks, trade secrets, domain names, agreements and registrations to protect our intellectual property. We rely on service mark and trademark protection in the United States to protect our rights to the mark "VandelayEducation" as well as distinctive logos and other marks associated with our services. We rely on agreements under which we obtain rights to use course content

developed by faculty members and other third-party content experts. We cannot guarantee that the protective measures we take will be adequate or that we have secured, or will be able to secure, all necessary protections for all of our proprietary rights in the United States. We also cannot guarantee that third parties will not infringe upon or violate our proprietary rights or that we will always prevail in legal disputes over these rights.

Despite our efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of our curricula, online resource material and other content, and offer competing programs to ours. In particular, third parties may attempt to develop competing programs or duplicate or copy aspects of our curriculum, online resource material, quality management and other proprietary content. Any such attempt, if successful, could adversely affect our business. Protecting these types of intellectual property rights can be difficult, particularly as it relates to the development by our competitors of competing courses and programs.

If we are subject to intellectual property infringement claims, it could cause us to incur significant expenses and pay substantial damages.

Third parties may claim that we are infringing or violating their intellectual property rights. Any such claims could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages and prevent us from using our intellectual property that may be fundamental to our business. Even if we were to prevail, any litigation regarding the intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

If we incur liability for the unauthorized duplication or distribution of class materials posted online during our class discussions, it may affect our future operating results and financial condition.

In some instances, our faculty members or our students may post various articles or other third-party content on class discussion boards. We may incur liability for the unauthorized duplication or distribution of this material posted online for class discussions. Third parties may raise claims against us for the unauthorized duplication of this material. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. As a result, we may be required to alter the content of our courses or pay monetary damages.

New Technology may harm our business and may lead to disruption.

Augmented Reality (AR), Mixed Reality (MR) and Virtual Reality (VR) have potential to disrupt the education market and materially harm our business.

Risks Related to Your Ownership of Our Stock

Terms of subsequent financings may adversely impact your investment.

We may engage in equity, debt, or preferred stock financing in the future in order to raise additional capital. Your rights and the value of your investment could be reduced. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock, or other classes of common stock, with terms more favorable than our Class A Common Stock qualified by this Offering, could be issued.

Because of our unique classes of stock, members of our management are able to exert disproportionate control.

As discussed in "Securities Being Offered," we currently have three classes of Common Stock. Holders of Class A and Class P Common Stock are entitled to one vote per such share owned, while Class F Common Stock entitles its holder to 10 million votes per share. As of August 15, 2018, Thomas Ince, our President, CEO and sole Director, owns 100 shares of Class F Common Stock and 500,000 shares of Class P Common Stock. Thus, even if this offering is fully subscribed, Mr. Ince will possess sufficient voting power to control all matters requiring stockholder approval, including significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing our change in control and might affect the value of our Class A Common Stock.

Due to factors beyond our control, our stock price may be volatile.

Any of the following factors could affect the market price of our stock:

• Our failure to generate increasing material revenues;
• Our failure to maintain profitability or continue positive adjusted earnings before interest, taxes, depreciation and amortization;
• A decline in our growth rate including new student enrollments and class starts;
• Our failure to raise working capital, if required;
• Our public disclosure of the terms of any financing which we consummate in the future;
• Disclosure of the results of our monthly payment plan;
• Actual or anticipated variations in our quarterly results of operations;
• A decline in the economy in the United States which is severe enough to impact our ability to collect our accounts receivable;
• Announcements by us or our competitors of significant contracts, new services, acquisitions, commercial relationships, joint ventures or capital commitments;
• Regulatory actions; or
• Changes in market valuations of similar companies.

In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has been initiated. A securities class action suit against us could result in substantial costs and divert our management's time and attention, which would otherwise be used to benefit our business.

The illiquid nature of our stock could have a material impact upon its price.

Our stock is highly illiquid—at the time of this Offering, no public market exists for the shares of our stock. This lack of liquidity could depress the price of our stock. Our management intends to list our shares on the OTCQB marketplace following the conclusion of this Offering, but it is possible that the listing of our stock could be delayed or that no public market develops once listed.

Furthermore, it is not likely that securities analysts of major brokerage firms will provide research coverage for our stock in the foreseeable future. The absence of such coverage may limit the market for our stock. It may also make it more difficult for us to attract new investors at times when we acquire additional capital.

Because we intend to retain earnings for reinvestment in our Company, it is unlikely we will issue dividends in the foreseeable future.

We do not intend to pay any dividends in the foreseeable future, as we intend to retain any earnings for development and expansion of our business operations. As a result, you may not receive any dividends on your investment for an indefinite period of time.

As a public benefit corporation, our obligations to stockholders, and stockholders' rights with respect to the Company, are slightly different from traditional corporations.

Fifteen Five Partners PBC is a public benefit corporation ("PBC"). Under Delaware law, where we are incorporated, a PBC has a legal obligation to promote a public benefit and operate in a responsible and sustainable manner. Our specific public benefit, as defined in our Company's charter, is the contribution of 10 percent of our net income to the formation, financing, support or promotion of other public benefit corporations that have been selected by our Board of Directors and focus on improving "Level 1" and "Level 2" needs described by Maslow's hierarchy of needs. Delaware PBCs must provide their stockholders with a report on the company's promotion of its specific public benefit and the interests of affected stakeholders at least once every two years.

Directors of Delaware PBCs have a fiduciary duty to consider not only the stockholders' interests, but also the company's specific public benefit and the interests of other stakeholders affected by the company's actions. Stockholders of a Delaware PBC can file a derivative lawsuit claiming the directors failed to balance stockholder and public benefit interests, but only if such stockholders individually or collectively own at least two percent of the company's outstanding shares. Under Delaware law, directors are shielded from liability for breach of these obligations provided they make informed and disinterested decisions that serve a rational purpose.

PBCs have only been recently authorized by states. There have been relatively few court cases addressing management and operational issues of PBCs, and few PBCs have attempted to access the capital markets or list their securities on a national exchange or OTC marketplace. Traditional legal or corporate finance viewpoints may not be applicable to PBCs.

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate Dilution

An early-stage company typically sells its shares (or grants options to acquire its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When a company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your shares than earlier investors did for theirs. The following table compares the price that new investors are paying for their shares of the Company with the effective cash price paid by existing stockholders of the Company, assuming that the shares are sold at $1.00 per share. The schedule presents shares and pricing as issued and reflects all transactions since inception.

The following table demonstrates the dilution that new investors will experience upon investment in the Company. This table uses the Company's net tangible book value as of December 31, 2017, of $561,393, which is derived from the net equity of the Company determined by the Company's audited financial statements for its most recently completed fiscal year (2017). The offering costs assumed in the following three calculations are: $20,000 fixed costs and 2 percent of gross offering proceeds. The table presents three scenarios: a $50,000 raise from this offering, a $150,000 raise from this offering, and a fully subscribed $250,000 raise from this offering. As there are no options, warrants, or similar convertible instruments outstanding, and no authorized but unissued stock options, the following table only presents issued shares (Class A Common Stock, plus the assumption of conversion of all issue and outstanding shares of Class F Common Stock and Class P Common Stock).

Future Dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the Company. The investor's stake in the Company could be diluted due to the Company issuing additional shares, whether as part of a capital-raising event, or issued as compensation to the Company's employees or marketing partners. In other words, when the Company issues more shares, the percentage of the Company that you own will go down, even though the value of the Company may go up. You will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible notes, preferred shares or warrants) into stock.

If the Company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the Company offers dividends, and most early-stage companies do not pay dividends for some time).

The type of dilution that hurts early-stage investors most occurs when a company sells more shares in a "down round," meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

• In August 2018, Adam invests $10,000 for shares that represent 1% of a company valued at $1 million.

• In December 2018, the company is doing very well and sells $1 million in shares to venture capitalists on a valuation (before the new investment) of $5 million. Adam now owns only 0.8% of the company but his stake is worth $40,000.
• In June 2019, the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $3 million (the "down round"). Adam now owns only 0.6% of the company and his stake is worth only $24,000.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it's important to realize how the value of those shares can decrease by actions taken by the Company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

Plan of Distribution

The Company is offering up to 250,000 shares of Class A Common Stock, as described in this Offering Circular, to be sold on a "best efforts" basis. The Company has not engaged any underwriter, broker or dealer in connection with this Offering and has not arranged for any person to receive a discount, a commission or warrants or other preferences in connection with the sale of the securities described in this Offering Circular.

Selling Stockholders

No securities are being sold for the account of any existing stockholders. All net proceeds of this offering will be paid to the Company.

Investors' Tender of Funds

After the Offering Statement has been qualified by the Securities and Exchange Commission, the Company will accept tenders of funds to purchase the Class A Common Stock. The minimum investment in this offering is $100, or 100 shares of Class A Common Stock. The Company may close on investments on a "rolling" basis (so not all investors will receive their shares on the same date). Investors may subscribe by tendering funds via wire or ACH; checks will not be accepted. Funds will not be returned to investors if we do not sell all of the securities offered hereunder.

In order to invest you will be required to agree to the terms of the Offering and an Investment Agreement (copies of which have been filed as an Exhibit to the Offering Statement of which this Offering Circular is part). The Investment Agreement includes a representation by the investor to the effect that, if you are not an "accredited investor" as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

In the event that it takes some time for the Company to raise funds in this offering, we will rely on cash on hand ($1,213,932 as of December 31, 2017) and operating income ($616,690 for the fiscal year ended December 31, 2017).

The net proceeds of a fully-subscribed offering to the issuer, after total offering expenses and commissions will be approximately $225,000. We plan to use these proceeds to finance investment, acquisition and expansion opportunities, primarily with respect to programming offered through our subsidiary Vandelay Education, LLC,⁸ as such opportunities are determined at the discretion of the Company.

If the offering size were to be less than $250,000, we will continue to use the offering proceeds in the same manner, but with the ability to realize fewer such opportunities for expansion.

Because the offering requires no minimum offering amount, we may close the offering without sufficient funds for all the intended purposes set out above.

We do not currently have plans to use proceeds from the offering to make payments to officers or directors, pay off any debt, or to acquire any major assets (other than in connection with the expansion of our programming, as described above).

We reserve the right to change the above use of proceeds without notice if our management believes it is in the best interests of the Company.

⁸ As described in "Risk Factors," we are generally subject to state regulation in each state where we offer courses. Most states impose (among other obligations or restrictions) capital and liquidity requirements on for-profit education institutions like us, including maintenance of a minimum current ratio. For example, Texas, where the majority of our programming is offered, requires a minimum current ratio of 1.0. Several other states, where we have yet to offer programs, require a minimum current ratio of 1.25. Thus, to the extent deemed necessary by our management, a portion of the offering proceeds may be held as cash or other current assets in order to satisfy these current ratio minimums as we expand our programming in Texas and other states.

History and Structure

Our Company was originally founded in 2009 as Vandelay Education, Inc., in order to offer high-quality, affordable, and hands-on vocational training to aspiring dental assistants. Within a year, additional business developments had arisen that presented new opportunities for synergy with our vocational courses. In response, we formed Vandelay Education, LLC ("Vandelay") as a wholly-owned subsidiary, to operate our vocational education business, while the Company itself was renamed Fifteen Five Corporation and became a holding company for wholly-owned subsidiaries like Vandelay and other joint ventures and strategic partnerships. In June 2018, we completed a corporate restructuring in order to move our domicile from Texas to Delaware and formally adopt a "public benefit corporation" designation.

As a public benefit corporation, the Company will invest 10 percent of its annual net income in other public benefit corporations.

Fifteen Five is now the parent Company of several wholly- and majority-owned subsidiaries (in each of which Fifteen Five has a controlling interest) that operate different lines of business. Fifteen Five also has substantial, but non-controlling, interests in a select number of other business enterprises. From time to time, Fifteen Five also enters into investment opportunities through the purchase of marketable securities and real estate investments.

Principal Products & Services

Vandelay is the primary subsidiary of Fifteen Five (in the year ending December 31, 2017, substantially all of Fifteen Five's revenue was earned by Vandelay). Motivated by the belief that dental assistant students needed an affordable, hands-on training that could lead to a career in dental assistance, our CEO Thomas Ince, himself a dentist by training, founded our Company to offer such training for aspiring dental assistants.

Traditionally, students wishing to become a dental assistant attend an institution accredited and approved for federal student loan funding from the U.S. Department of Education under Title IV of the Higher Education Act of 1965, as amended. Since a typical dental assistant training program charges between $15,000 and $20,000 in tuition, students graduate with substantial education loan debt (and, with standard loan terms dictating that interest begins to accrue immediately but repayment is deferred while the student is enrolled in a qualifying program, post-graduation debt often exceeds the original tuition amount).

Under the guidance of Thomas Ince, Vandelay developed an education program that provides aspiring dental assistants with the necessary education to be licensed and to practice as a dental assistant, but at a far lower cost of tuition than most other dental assistant training programs. In addition to meeting the minimum credentialing standards, Vandelay's curriculum involves significant practical, hands-on training in order to better equip students with the skills needed to obtain an entry-level dental assistant job. Vandelay subsequently launched a medical assistant school based on the same training principles successfully used in its dental assisting schools.

Class Learning Format

We believe that vocational students learn best by hands-on experience. Thus, our dental assistant training programs attempt emulate the real-world environment of a dental practice as much as possible. For example, we contract with local dental practices to use their offices (after hours) as teaching venues. Most dental assistant training programs are 12 weeks in length, with 102 hours of classroom instructional time. The instructional time for most of these courses occurs on Saturdays, which allows students to enroll in one of our programs while maintaining outside employment. During each week of the program, students read and study assigned material, complete a series of online homework assignments, and attend an in-person, hands-on instructional course. These hands-on course review and incorporate the week's material, thereby giving students an opportunity to practice the knowledge and techniques they recently studied. About halfway through the program, students are placed into an externship in a dental office, where they typically work 40 hours over the remainder of the program (in addition to classroom instructional time). These externships provide students with additional hands-on learning, accelerate their professional development, and serve as an important networking opportunity for students. We help prepare students to find employment and encourage dental offices to hire their student externs when possible.

Our medical assistant training programs are similar to our dental assistant programs, including our commitment to hands-on training. These programs are generally 24 weeks in length and instruction occurs in a medical facility (after hours). The course consists of 96 hours of lecture and lab time, plus an 80-hour clinical externship (concurrent with the classroom instruction) in a local medical office. Each program's curriculum covers 12 subjects, each taught over a two-week period, including routine clinical and front-office procedures. Students are trained in cognitive, psychomotor, and affective behavior areas in preparation for the type of entry-level positions normally available in medical facilities, such as physicians' offices, hospitals, urgent care facilities, and clinics. After successfully completing one of our programs, students are eligible to take a medical assistant certification exam and obtain national credentials as a medical assistant.

Locations

As of December 31, 2017, we are operating 54 schools across 12 states, with an additional 10 schools approved by state regulators but not yet launched.⁹ The following table indicates the number of approved and operational facilities in each state, separated by school type:

⁹ Typically, we cannot market a program to prospective students until after receiving state regulatory approval for the school. Thus, these non-operational locations represent schools for which approval was only recently obtained. We are currently in the process of marketing these schools and scheduling class dates.

Market

Our industry includes schools that offer vocational and technical training in a variety of technical subjects and trades, which usually leads to job-specific certification. Instruction may be provided in diverse settings, such as a company's own training facilities, the workplace, the home or through distance-learning methods. The primary activities in this industry are barber colleges and beauty schools, flight training schools, apprenticeship training programs, commercial or graphic art schools, bartending schools, electronic equipment repair training schools, firefighter and medical technician training schools, health assistant training schools, real estate schools, computer programing boot camps and professional development programs.

While large swaths of the economy have grown at a fast pace following the 2008 recession, the trade and technical schools industry has faltered in recent years. This is largely due to an improving job market, slow growth in federal funding and increased scrutiny from regulators. The industry typically experiences a spike in demand when unemployment is high, as many former workers return to school to enhance their job prospects. But with current low unemployment, demand for new job training has been tepid. However, despite lower demand overall, online enrollment growth has caused profit margins to remain relatively strong. Because of low marginal costs associated with higher online enrollment, further concentration of vocational training courses in online will likely continue to increase profit margins. Changing labor market requirements will continue to drive job-seekers to choose vocational courses over apprenticeships and on-the-job training. Furthermore, the increasing cost of four-year colleges has caused some people to seek alternative forms of education. While technical and trade schools still endure competition from community colleges industry and more stringent regulatory oversight, future prospects are positive. Downstream demand is expected to remain strong for workers in most trades, while increasing requirements for employees to hold formal certification will aid industry growth. Demand for healthcare professions, spurred by an aging U.S. population, will also increase demand for medical technicians and nurse's aides, bolstering revenue for training schools. Over the next five years, industry revenue is expected to increase at an annualized rate of 1.1%, to $10.8 billion.

Government Regulation

Medical and dental assistant training programs are subject moderate levels of government regulation. Most critical to our ongoing business and future growth, each training program must be accredited by the state in which the program is offered. In addition, the occupational licensing standards that states impose on medical and dental assistants and their employers, such as education, experience and examination requirements (and heightened standards for individuals working in certain specialty areas, such as radiography or coronal polishing), indirectly create additional regulations the Company must navigate.

Competition

The for-profit trade and technical school industry is highly fragmented, with a large number of small schools that generally specialize in a specific single trade or small group of related trades. According to the United States Census Bureau, approximately 66.5% of companies in this industry have fewer than 10 employees. The low level of concentration is largely driven by the nature of education services, which limits economies of scale. IBISWorld estimates that the top four operators in this industry are expected to account for less than 5% of total industry revenue in 2017. Further, many operators that once held a non-negligible market share have been actively divesting from for-profit trade and technical school activities. For example, as of October 2017, Education Management Corporation (EDMC), a publicly-traded operator of for-profit post-secondary educational institutions in the United States and Canada, had sold nearly all of its assets to the Dream Center Foundation, a faith-based community service provider based in Los Angeles.¹⁰

The level of industry concentration is unlikely to change significantly over the next five years. However, the increasing enrollment of students in online classes will ultimately slow the operators' physical expansion. As more students opt to take classes on the internet, we expect the need for classrooms will diminish overall. Nevertheless, we do not think the need for campuses will disappear completely, as certain trades still require hands-on training.

Intellectual Property

The Company, through its subsidiaries, has registered three trademarks (all wordmarks) with the United States Patent & Trademark Office: "VandelayEducation," "DocDeals" and "PoopKing."

Research and Development

The Company has not incurred any material research and development expenses during either of the fiscal years ended December 31, 2016, and December 31, 2017.

Employees

As of December 31, 2017, we employed a total of 40 full-time employees, working primarily out of our corporate headquarters in Leander, Texas. We also employed an additional 216 individuals on a part-time basis throughout the country.

Litigation and Bankruptcy

The Company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise. As of July 31, 2018, Fifteen Five Corporation, one of our wholly-owned subsidiaries, is undergoing an Internal Revenue Service audit for its 2015 tax year. We believe the audit will result in no change to the filed return, but it is possible this subsidiary could owe additional taxes, interest or penalties.

The Company is not currently, nor has it been previously, engaged in any bankruptcy, receivership or similar proceedings in any jurisdiction.

¹⁰ Since this move will result in reclassifying numerous educational institutions as not-for-profit community centers, EDMC is no longer considered active in the Trade and Technical Schools industry.

Reorganization

As described in the "History and Structure" section of "Our Business," in June 2018 we completed a corporate restructuring in order to move our domicile from Texas to Delaware and adopt a "public benefit corporation" designation. This reorganization was completed by means of a tax-free "stock-for-stock" reorganization, pursuant to which (i) a newly-incorporated entity, Fifteen Five Partners PBC, acquired all outstanding stock of Fifteen Five Corporation and (ii) the stockholders of Fifteen Five Corporation were issued stock in the newly-formed Fifteen Five Partners PBC. With the exception of our commitment to invest 10% of our annual net income in other public benefit companies, this transaction will not cause any operational changes to our business.

Our corporate headquarters are located in two suites in a commercial office facility in Leander, Texas, consisting of approximately 4,610 square feet of office space under a lease that expires in December 2018. This facility accommodates our home office operations. Our existing facility may not be suitable or adequate for future growth.

In September 2017, we purchased 1.329 acres of land in Cedar Park, Texas. We plan to develop this property in two phases. Phase I consists of a 6,588 square-foot office facility, construction of which commenced in June 2018 and is scheduled to be completed by December 2018. We tentatively expect to begin construction of Phase II, a 18,583 square-foot addition to the Phase I facility, in 2021. In December 2017, the City of Cedar Park approved an Economic Development Performance Agreement, which provides performance-based financial incentives for businesses developing certain real estate in the city. In order to qualify for this incentive, we must meet certain milestones including, employment targets, in addition to completing the build-out described above. The total value of these incentives to the Company is approximately $140,170 over 4 years.

In August 2018, we entered into a credit facility with Independent Bank, secured by this property, in order to fund its development. The principal amount of this loan is $2,572,139 and it matures in 2039.

We also own medical and dental equipment, as well as computer equipment, classroom equipment, and medical and dental equipment, which is used in our classrooms. The book value of this equipment as of the year ended December 31, 2017, is approximately $355,264, minus accumulated depreciation. This equipment is generally adequate to support our current operations, but items will need to be replaced as they reach the end of their useful lives. Expanding our program offerings may require acquisition of additional equipment.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this Offering Circular. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Operating Results

Our total revenues for 2017 grew to $7,347,385, from $5,336,416 in 2016, an increase of 38%. This revenue growth was the result of two primary factors: (1) An increase in the number of our vocational school locations and (2) improved utilization of existing and newly created school capacity. In other words, we opened more schools, and the overall average class size for our schools increased.

Our Cost of Sales ("COS") marginally decreased year over year, but declined as a percentage of revenue. Cost of Sales were $2,635,071 and 2,649,534 in 2017 and 2016, respectively. The largest driver of our COS is personnel costs for our instructional staff, which decreased to $1,195,357 in 2017 from $1,339,803 in 2016, a change of -10%. This reduction was achieved by through a student-recruitment strategy focused on filling excess capacity in existing and newly-opened schools. Filling excess capacity increases our student-to-instructor ratio (without sacrificing instructional quality), thereby decreasing our personnel costs as a percentage of revenue.

Our second largest COS driver is rent for classroom space. One of the unique and marketable characteristics of our schools is that in-person instruction usually occurs in actual medical or dental facilities. To access these spaces, and to reduce financial risks when we enter new geographic markets, we typically contract with these facilities (usually hospitals, family medical practices, and dental offices) on a revenue-sharing basis. Throughout 2017, we began to sign new contracts at a lower percentage of revenue and renegotiated existing contracts to lower rates. Thus, while rent expenses increased from $673,202 in 2016 to $829,590 in 2017, rent as a percentage of revenue decreased from 12.6% in 2016 to 11.3% in 2017.

Supplies costs decreased to $412,469 in 2017, from $470,362 in 2016. These reductions were achieved primarily through greater internal controls in our ordering, inventory management and staff training.

Operating expenses for 2017 increased by 54% over 2016, from $2,652,003 to $4,090,220, due to continued growth and expansion. Our largest operating expense category were personnel costs, which increased by 87%, from $1,219,139 in 2016 to $2,283,056 in 2017. We have continued to hire to support our growth and expansion. We have also invested heavily in our school operations in order to sustain and improve the quality of service offered our students. Expenses associated with school operations increased from $124,910 in 2016 to $357,766 in FY 2017. Some of the efficiencies realized in our Cost of Sales noted above are the result of our additional investments in personnel and school operations.

General and administrative expenses for 2017 increased from $682,967 to $738,519, or 8.1%, largely because of additional software and subscriptions required to support our growth. In late 2016, we began investing heavily in new technology to help manage our databases and automate processes traditionally carried out by staff in an effort to become more efficient.

As a result of the above, our net income (before taxes) increased from $90,610 in 2016 to $616,690 in 2017, a 543% growth rate.

Liquidity and Capital Resources

As of December 31, 2017, the Company held $1,213,932 in cash and equivalents and $880,794 in other current assets, compared with $103,671 in accounts payable and $1,919,793 in other current liabilities. The Company is generating operating profits and does not currently require infusions of capital to continue existing business operations. During fiscal year 2017 we generated $1,070,755 in cash flow from operations, as compared to $159,573 in fiscal year 2016, a 571% increase. The Company plans to raise additional capital to strengthen our balance sheet, accelerate growth and leverage new opportunities.

In August 2018, the company paid approximately $280,000 in conjunction with the construction and financing of new office space (for more information, see "Our Property").

Credit Facilities

On December 29, 2016, we entered into a debt facility with Independent Bank, which provided the Company with a line of credit up to $100,000. The loan was terminated and paid back in its entirety as of December 31, 2017.

On September 6, 2016 and December 5, 2016, the Company closed loans with Independent Bank of $116,000 and $186,000, respectively, secured by certain Company property. Both loans were paid down as of December 31, 2017.

On September 15, 2017, the Company closed a loan with Independent Bank for $647,962 in order to purchase certain real property, which served as security for the loan. On August 17, 2018, we closed an additional loan with Independent Bank, in the amount of $2,572,139, in order to develop this property. (For more information, see "Our Property.") This loan must be repaid in equal monthly installments over the next 21 years and bears an interest rate of 5.95% for the first 10 years followed by an adjustable rate equal to the greater of 6.0% or the prime rate plus 0.5% percent. A portion of the proceeds of the 2018 loan were used to pay off the remaining balance of the 2017 loan.

Commitments

As discussed in "Our Property," our corporate headquarters consist of two leased commercial office suites. Both leases will expire on December 31, 2018. We anticipate that construction of our new corporate headquarters will be completed by then, but if construction will be delayed, we will need to extend our current leases. Our current lease payments for these facilities are approximately $8,500 per month; this amount could increase if we are compelled to renegotiate a short-term extension.

The Company currently has no other material commitments for capital expenditures. See "Use of Proceeds" for additional information on our proposed future expenditures.

Trend Information

Our historic growth trends have been due to organic growth of reinvested earnings and operating cash flow. We have not raised outside or stockholder capital to fund our growth strategies. The outlook on future growth is strong, independent of the outcome of this Offering. In the first half of 2018, we have identified approximately 30 new school locations and are in the process of seeking approval from state regulators. We expect many of these locations to open in late 2018 or early 2019.

Our medical assistant program currently only represents approximately 13% of our total revenues. We hope to increase this ratio to 25 to 30% of revenues in 2019. We have seen the potential of this program through our existing schools and are currently investing in operational infrastructure to achieve much higher growth in this program.

While reinvestment of earnings into growth has been a primary use of cash for us, we have managed to improve profitability while still sustaining aggressive top-line growth. In the first quarter of 2018, our net profit had increased by approximately 70% (unaudited) from the first quarter of 2017.

The following table sets out the Company's executive officers and directors. All executive officers work with the Company on a full-time basis¹¹:

Zachary Eckert
General Counsel
Zachary Eckert is the General Counsel of Fifteen Five Partners PBC. He is a 2016 graduate of New England Law | Boston in Boston, Massachusetts, and he is a Texas-licensed attorney. Zach joined our wholly-owned subsidiary Vandelay Education, LLC as its general counsel in December 2016 and later assumed the position of General Counsel for Fifteen Five. Zach is responsible for the legal functions of the Company and its subsidiaries.

Thomas Ince
President & CEO, Director
Thomas Ince is the founder, chairman and CEO of Fifteen Five Partners PBC. Thomas is also the CEO of Vandelay Education, LLC, a position he has held since its formation in 2010. Prior to founding Fifteen Five, Thomas started and sold numerous businesses. Thomas believes that it's his job to allocate capital to maximize per share intrinsic value and also maximize the long-term impact on society.

¹¹ Thomas Ince performs his work as the company's sole director as needed.

For the fiscal year ended December 31, 2017, the Company's¹² three highest-paid executive officers and directors were as follows:

(In addition, officers and directors are reimbursed for reasonable expenses incurred during the course of their performance.)

We compensate our directors (of which there is currently one) for attendance at meetings with one meal, often from Torchy's Tacos or Chipotle.

Summary of 2018 Equity Incentive Plan

Our Board of Directors adopted, and our stockholders approved, a compensatory benefit plan in order to offer equity compensation awards to certain of our service providers. Awards may be granted in the form of restricted stock. Employees, consultants and directors are eligible to receive awards under the plan. Our Board of Directors serves as the administrator of the plan and has the power to determine the recipients, timing, types, terms and amounts of awards issued under the plan. A total of 64,000 shares of our Class P Common Stock (and no shares of Class A Common Stock or Class F Common Stock) have been reserved for issuance under the plan. The purchase price of each share of restricted stock issued pursuant to the plan is specified in a separate award agreement, but the price may not be less than par value. To date, all 64,000 shares of Class P Common Stock reserved under the plan have been issued to employees, though no awards have been granted to any executive officers or directors. The plan does not authorize stock options, and no stock options are currently outstanding.

¹² The individuals listed in the table above served as executive officers of, and were paid compensation by, Fifteen Five Corporation, the predecessor corporation to Fifteen Five Partners PBC. For more information, see "Our Business."

The table below shows, as of August 15, 2018, the security ownership of the Company's sole director, executive officers owning 10 percent or more of the Company's voting securities and other securityholders who own 10 percent or more of the Company's voting securities:

The final column (Percent of class) includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as a percentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities.

Related Party Loans Payable & Receivable

The Company has borrowed from and loaned funds to Thomas Ince throughout the life of the business. As of the years ending December 31, 2016 and 2017, the Company's balance of these accounts and notes receivable were $61,625 and $61,373, respectively. As of July 31, 2018, these loans were repaid in full.

Executive Officer Stock Issuance

As discussed in "Our Business," in June 2018, the Company completed a corporate restructuring by means of a tax-free "stock-for-stock" reorganization, pursuant to which Fifteen Five Partners PBC issued shares of its Class F Common Stock and Class P Common Stock in exchange for all shares of Common Stock of Fifteen Five Corporation then outstanding. As the sole stockholder of Fifteen Five Corporation, Thomas Ince was issued 100 shares of our Class F Common Stock and 500,000 shares of our Class P Common Stock in exchange for 1,000,000 shares of Fifteen Five Corporation Common Stock. Our Board of Directors determined that the fair market value of this stock was $561,393, based on the book value of the stock as determined by the Company's most recently completed independent audit.

General

The Company is offering Class A Common Stock to investors in this offering. As such, we are qualifying up to 250,000 shares of Class A Common Stock under this Offering Statement, of which this Offering Circular is part.

Investors who purchase shares of the Company's Class A Common Stock will become subject to our Investment Agreement. Additional information on the Investment Agreement is provided below the discussion of our classes of capital stock.

The following description summarizes important terms of the Company's capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation and Bylaws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of the Company's capital stock, you should refer to our Certificate of Incorporation and Bylaws, and applicable provisions of the Delaware General Corporation Law.

Our authorized capital stock consists of 3,378,200 shares of Common Stock, $0.0001 par value per share, of which 2,314,100 of those shares are designated as Class A Common Stock, 100 are designated as Class F Common Stock, and 1,064,000 are designated as Class P Common Stock.

Immediately prior to the qualification of this Offering Statement by the Securities and Exchange Commission, our outstanding capital stock included 100 shares of Class F Common Stock and 564,000 shares of Class P Common Stock.

Common Stock

The Company has authorized the issuance of three classes of Common Stock. The classes are designated Class A Common Stock, Class F Common Stock, and Class P Common Stock. Each class contains substantially similar rights, preferences, and privileges, except with respect to voting rights.

Dividends

Holders of all classes of Common Stock are entitled to receive dividends, as may be declared from time to time by our Board of Directors out of legally available funds. The Company does not currently have plans to pay any cash dividends after this offering or in the foreseeable future.

Voting

Each holder of Class A Common Stock or Class P Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Each holder of Class F Common Stock is entitled to 10,000,000 votes for each share on all matters submitted to a vote of the stockholders, including the election of directors.

Liquidation

In the event of the Company's liquidation, dissolution, or winding up, holders of its Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company's debts and other liabilities.

Conversion

Each share of Class F Common Stock and Class P Common Stock will be convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, into one (1) fully paid and nonassessable share of Class A Common Stock. Holders of the Company's Class A Common Stock have no conversion rights.

Other Rights and Preferences

Holders of the Company's Common Stock have no preemptive or other rights or preference, other than those described above. There are no redemptive or sinking fund provisions applicable to the Company's Common Stock.

Capital Contributions

Stockholders are not required to make additional capital contributions to the Company.

Board of Directors

Our Board of Directors consists of a single class of directors, elected at each annual stockholder meeting to serve until the next annual stockholder meeting (unless a director's earlier death, resignation or removal). Cumulative voting in director elections is only permitted if, at the time of the election, the Company is subject to Section 2115(b) of the California General Corporation Law, the name(s) of any candidate(s) receiving cumulative votes have been placed in nomination prior to the vote, and a stockholder has given notice at the meeting, prior to the voting, that such stockholder intends to cumulatively vote.

Transfer Restrictions

Under the Investment Agreement, investors may not transfer securities when doing so would be in violation of the Securities Act and are subject to certain "market stand-off" restrictions on transfer.

Major Stockholders

There are no provisions granting special rights to, or discriminating against, any existing or prospective holder of Common Stock as a result of such stockholder owning a substantial number of shares of Common Stock.

Modification of Rights

Holders of Common Stock vote together as a single class on matters submitted to a vote of the stockholders. Because holders of Class F Common Stock are collectively entitled to more votes than holders of Class A Common Stock, any rights of the holders of Class A Common Stock could be modified by a vote of less than a majority of the shares of Class A Common Stock.

Investment Agreement

As noted above, investors in this offering will be required to agree to our Investment Agreement. The following summary identifies the material terms of that agreement and is qualified in its entirety by the Investment Agreement itself, which is provided as an exhibit to this Offering Statement of which this Offering Circular is part.

Restrictions on Transfer

Under the Investment Agreement, investors may not transfer securities when doing so would be in violation of the Securities Act and are subject to certain "market stand-off" restrictions on transfer.

Drag-Along Right

In the event that holders of a majority of the shares of our Common Stock (voting together as a single class) and the Board of Directors approve a sale of the Company, all other stockholders must vote in favor of such transaction if such vote is solicited, refrain from exercising dissenters' rights with respect to such sale of the Company, and deliver any documentation or take other actions reasonably required, amongst other covenants, subject to certain limitations set forth in the Investment Agreement.

Dispute Resolution

The terms of the Investment Agreement are to be governed under Delaware law and any controversy or claim arising as a result of the agreement will be submitted to arbitration taking place in Austin, Texas.

** To be filed by Amendment

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leander, State of Texas, on August 23, 2018.

Fifteen Five Partners PBC
By: /s/ Thomas Ince
Name: Thomas Ince
Title: Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ Thomas Ince
Thomas Ince, Chief Executive Officer, President, Director
Date: August 23, 2018

CERTIFICATE OF INCORPORATION
OF
FIFTEEN FIVE PARTNERS PBC

A DELAWARE PUBLIC BENEFIT CORPORATION

The undersigned, a natural person (the "Sole Incorporator"), for the purpose of organizing a public benefit corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby certifies that:

I.

The name of this public benefit corporation is Fifteen Five Partners PBC (the "Corporation").

II.

The registered office of the Corporation in the State of Delaware shall be 251 Little Falls Drive, City of Wilmington, County of New Castle, 19808, and the name of the registered agent of the Corporation in the State of Delaware at such address shall be Corporation Service Company.

III.

1. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law ("DGCL"), which shall include producing a public benefit and operating in a responsible and sustainable manner.
2. The specific public benefit to be promoted by the Corporation shall include contributing 10 percent of its net income, calculated in such manner as provided in the bylaws of the Corporation (the "Bylaws"), toward (1) the formation of new public benefit corporations, (2) investments in other public benefit corporations, (3) the support and aid of the growth of other public benefit corporations, and (4) the promotion of the concept of public benefit corporations, where such public benefit corporations are selected by the board of directors of the Corporation (the "Board") and focus on improving "Level 1" and "Level 2" needs described by Maslow's hierarchy of needs through a non-paternalistic method by providing the environment to escape poverty on a self-reliant basis.

IV.

1. Common Stock. The Corporation is authorized to issue three (3) classes of stock, to be designated, respectively, "Class A Common Stock," "Class F Common Stock," and "Class P Common Stock." The total number of shares which the Corporation is authorized to issue is 3,378,200 shares, each with a par value of $0.0001 per share. Of these, 2,314,100 shares shall be Class A Common Stock, 100 shares shall be Class F Common Stock, and 1,064,000 shares shall be Class P Common Stock.
2. Rights, Powers and Restrictions of Class A Common Stock. The rights, powers and restrictions granted to and imposed on Class A Common Stock are as set forth below in this Article IV(B).
1. Dividend Rights. The holders of Class A Common Stock shall be entitled to receive, when and as declared by the Board, such dividends as may be declared from time to time by the Board with respect to Class F Common Stock or Class P Common Stock out of any assets of the Corporation legally available therefor, and no dividend shall be declared or paid on shares of Class F Common Stock or Class P Common Stock unless the same dividend with the same record date and payment date shall be declared or paid on the shares of Class A Common Stock; provided, however, that dividends payable in shares of Class F Common Stock or rights to acquire Class F Common Stock, or shares of Class P Common Stock or rights to acquire Class P Common Stock, may be declared and paid to the holders of Class F Common Stock or Class P Common Stock, respectively, without the same dividend being declared and paid to the holders of Class A Common Stock if and only if a dividend payable in shares of Class A Common Stock or rights to acquire Class A Common Stock (as the case may be) at the same rate and with the same record date and payment date as the dividend declared and paid to the holders of Class F Common Stock or Class P Common Stock shall be declared and paid to the holders of Class A Common Stock.
2. Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation or Deemed Liquidation Event (as defined below), all funds and assets legally available for distribution to the stockholders of the Corporation shall be distributed among the holders of Class A Common Stock, Class F Common Stock and Class P Common Stock pro rata based on the number of shares of Class A Common Stock, Class F Common Stock and Class P Common Stock then held by them. A "Deemed Liquidation Event" is (a) the sale, lease, transfer, conveyance, or other disposition by the Corporation, whether in a single transaction or series of related transaction, of all or substantially all of its assets or business or (b) a merger with or into or consolidation with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary of the Corporation), or any other transaction or series of related transactions, in which the stockholders of the Corporation immediately prior to such transaction or series of related transactions (and prior to any acquisition of shares of stock of the Corporation effected in connection with such transaction or series of related transactions) own less than 50 percent of the Corporation's voting power (or the voting power of the surviving entity in such transaction or series of related transactions) immediately after such transaction or series of related transactions, provided that a merger effected exclusively for the purpose of changing the domicile of the Corporation or an equity financing in which the Corporation is the surviving corporation shall be considered a Deemed Liquidation Event.
3. Voting Rights. Each holder of Class A Common Stock shall be entitled to (a) one (1) vote per share of Class A Common Stock, (b) notice of any stockholders' meeting in accordance with the Bylaws, and (c) vote upon such matters and in such manner as may be provided by law. Except as expressly provided by this Certificate of Incorporation or as provided by law, the holders of shares of Class A Common Stock shall at all times vote together with the holders of Class F Common Stock and Class P Common Stock as a single class on all matters (including the election of directors) submitted to vote or for the consent of the stockholders of the Corporation. The number of authorized shares of Class A Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of stock of the Corporation representing a majority of the votes represented by all outstanding shares of stock of the Corporation entitled to vote, irrespective of Section 242(b)(2) of the DGCL.
4. Subdivisions or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of Class F Common Stock or Class P Common Stock, then the outstanding shares of Class A Common Stock shall be subdivided or combined in the same proportion and manner.
5. Equal Status. Except as expressly set forth in this Article IV, Class A Common Stock shall have the same rights and powers of, rank equally to, share ratably with and be identical in all respects and as to all matters to Class F Common Stock and Class P Common Stock.
3. Rights, Powers and Restrictions of Class F Common Stock. The rights, powers and restrictions granted to and imposed on Class F Common Stock are as set forth below in this Article IV(C).
1. Dividend Rights. The holders of Class F Common Stock shall be entitled to receive, when and as declared by the Board, such dividends as may be declared from time to time by the Board with respect to Class A Common Stock or Class P Common Stock out of any assets of the Corporation legally available therefor, and no dividend shall be declared or paid on shares of Class A Common Stock or Class P Common Stock unless the same dividend with the same record date and payment date shall be declared or paid on the shares of Class F Common Stock; provided, however, that dividends payable in shares of Class A Common Stock or rights to acquire Class A Common Stock, or shares of Class P Common Stock or rights to acquire Class P Common Stock, may be declared and paid to the holders of Class A Common Stock or Class P Common Stock, respectively, without the same dividend being declared and paid to the holders of Class F Common Stock if and only if a dividend payable in shares of Class F Common Stock or rights to acquire Class F Common Stock (as the case may be) at the same rate and with the same record date and payment date as the dividend declared and paid to the holders of Class A Common Stock or Class P Common Stock shall be declared and paid to the holders of Class F Common Stock.
2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation or the occurrence of a Deemed Liquidation Event, the assets of the Corporation shall be distributed as provided in Section 2 of Article IV(B).
3. Voting Rights. Each holder of Class F Common Stock shall be entitled to (a) ten million (10,000,000) votes per share of Class F Common Stock, (b) notice of any stockholders' meeting in accordance with the Bylaws, and (c) vote upon such matters and in such manner as may be provided by law. Except as expressly provided by this Certificate of Incorporation or as provided by law, the holders of shares of Class F Common Stock shall at all times vote together with the holders of Class A Common Stock and Class P Common Stock as a single class on all matters (including the election of directors) submitted to vote or for the consent of the stockholders of the Corporation. The number of authorized shares of Class F Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders or shares of stock of the Corporation representing a majority of the votes represented by all outstanding shares of stock of the Corporation entitled to vote, irrespective of Section 242(b)(2) of the DGCL.
4. Conversion Rights. Each share of Class F Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof, at any time upon written notice to the Corporation, and without the payment of additional consideration by the holder thereof. Before any holder of Class F Common Stock shall be entitled to convert any shares of such Class F Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for Class F Common Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class F Common Stock, or to the nominee or nominees or such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior the close of business on the date of such surrender of the shares of Class F Common Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class F Common Stock that is converted pursuant to this Section 4 shall be retired by the Corporation and shall not be available for reissuance.
5. Subdivisions or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class P Common Stock, then the outstanding shares of Class F Common Stock shall be subdivided or combined in the same proportion and manner.
6. Equal Status. Except as expressly set forth in this Article IV, Class F Common Stock shall have the same rights and powers of, rank equally to, share ratably with and be identical in all respects and as to all matters to Class A Common Stock and Class P Common Stock.
7. Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class F Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class F Common Stock into shares of Class A Common Stock.
4. Rights, Powers and Restrictions of Class P Common Stock. The rights, powers and restrictions granted to and imposed on Class P Common Stock are as set forth below in this Article IV(D).
1. Dividend Rights. The holders of Class P Common Stock shall be entitled to receive, when and as declared by the Board, such dividends as may be declared from time to time by the Board with respect to Class A Common Stock or Class F Common Stock out of any assets of the Corporation legally available therefor, and no dividend shall be declared or paid on shares of Class A Common Stock or Class F Common Stock unless the same dividend with the same record date and payment date shall be declared or paid on the shares of Class P Common Stock; provided, however, that dividends payable in shares of Class A Common Stock or rights to acquire Class A Common Stock, or shares of Class F Common Stock or rights to acquire Class F Common Stock, may be declared and paid to the holders of Class A Common Stock or Class F Common Stock, respectively, without the same dividend being declared and paid to the holders of Class P Common Stock if and only if a dividend payable in shares of Class P Common Stock or rights to acquire Class P Common Stock (as the case may be) at the same rate and with the same record date and payment date as the dividend declared and paid to the holders of Class A Common Stock or Class F Common Stock shall be declared and paid to the holders of Class P Common Stock.
2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation or the occurrence of a Deemed Liquidation Event, the assets of the Corporation shall be distributed as provided in Section 2 of Article IV(B).
3. Voting Rights. Each holder of Class P Common Stock shall be entitled to (a) one (1) vote per share of Class P Common Stock, (b) notice of any stockholders' meeting in accordance with the Bylaws, and (c) vote upon such matters and in such manner as may be provided by law. Except as expressly provided by this Certificate of Incorporation or as provided by law, the holders of shares of Class P Common Stock shall at all times vote together with the holders of Class A Common Stock and Class F Common Stock as a single class on all matters (including the election of directors) submitted to vote or for the consent of the stockholders of the Corporation. The number of authorized shares of Class P Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of stock of the Corporation representing a majority of the votes represented by all outstanding shares of stock of the Corporation entitled to vote, irrespective of Section 242(b)(2) of the DGCL.
4. Conversion. Each share of Class P Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof, at any time upon written notice to the Corporation, and without the payment of additional consideration by the holder thereof. Before any holder of Class P Common Stock shall be entitled to convert any shares of such Class P Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for Class P Common Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class P Common Stock, or to the nominee or nominees or such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior the close of business on the date of such surrender of the shares of Class P Common Stock to be converted, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class P Common Stock that is converted pursuant to this Section 4 shall be retired by the Corporation and shall not be available for reissuance.
5. Subdivisions or Combinations. If the Corporation in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class F Common Stock, then the outstanding shares of Class P Common Stock shall be subdivided or combined in the same proportion and manner.
6. Equal Status. Except as expressly set forth in this Article IV, Class P Common Stock shall have the same rights and powers of, rank equally to, share ratably with and be identical in all respects and as to all matters to Class A Common Stock and Class F Common Stock.
7. Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class P Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class P Common Stock into shares of Class A Common Stock.

V.

1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board. The number of directors which shall constitute the whole Board shall be fixed by the Board in the manner provided in the Bylaws.
2. Directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
3. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder's votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder's shares are otherwise entitled, or distribute the stockholder's votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder's votes unless (1) the names of such candidate or candidates have been placed in nomination prior to the voting and (2) the stockholder has given notice at the meeting, prior to the voting, of such stockholder's intention to cumulate such stockholder's votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
4. Subject to any limitations imposed by applicable law, the Board or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally at an election of directors.
5. The Board is expressly empowered to adopt, amend or repeal the Bylaws. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
6. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

VI.

1. The liability of the directors for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent under applicable law.
2. Any disinterested failure to satisfy Section 365 of the DGCL shall not, for the purposes of Section 102(b)(7) or 145 of the DGCL, constitute an act or omissions not in good faith, or a breach of the duty of loyalty.
3. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by such applicable law. If applicable law is amended after approval by the stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Corporation shall be eliminated or limited to the fullest extent permitted by applicable law as so amended.
4. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights or protections or increase the liability of any officer or director under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

VIII.

The name and the mailing address of the Sole Incorporator is as follows:

Thomas Ince
901 Crystal Falls Parkway, Suite 203
Leander, Texas 78641

This Certificate of Incorporation has been subscribed as of June  18 , 2018, by the undersigned who affirms that the statements made herein are true and correct.

/s/ Thomas Ince

Thomas Ince, Sole Incorporator

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Report of Independent Registered Public Accounting Firm dated April 10, 2018 relating to the consolidated balance sheets of Fifteen Five Corporation as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in stockholder's equity, and cash flows for years then ended, and the related notes to the financial statements.

PMB HELIN DONOVAN, LLP

/s/ PMB Helin Donovan, LLP

Austin, Texas
August 17, 2018