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United States securities and exchange commission logo
April 28, 2021
Robert Alpert
Chief Executive Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted April 8,
2021
CIK No. 0001841968
Dear Mr. Alpert:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1. Refer to your response
to comment 1. Please clarify whether you have any current plans
for acquisitions.
2. Refer to your response
to comment 2. Please clarify here what you consider to be the
"middle-market private
markets industry." Similarly please explain what you consider to
be "middle and
lower-middle market venture capital."
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
April NameP10, Inc.
28, 2021
April 228, 2021 Page 2
Page
FirstName LastName
Historical Ownership Structure, the Reorganization and Recent Transactions,
page 63
3. Please revise to expand your organizational structure chart on page 63
to include
consolidated entities and entities in which you hold a significant
noncontrolling interest.
Also, revise to show the ownership percentage and economic interest
percentage if
applicable.
4. Please tell us and revise to disclose if any directors or members of
management from P10
or its wholly owned subsidiaries also hold any positons as directors
or management of the
Enhanced Capital Employee Stock ownership Plan, EC Holdings, ECP or
Enhanced PC.
Use of Proceeds, page 65
5. We note your response to our prior comment 6. We also note your
disclosure at page 30
that the facility was amended in December 2020. Please clarify to us
if the indebtedness
to be discharged was incurred within the last year, and describe the
use of proceeds from
such indebtedness, other than short-term borrowings used for working
capital. Refer to
Item 504 of Regulation S-K.
6. Refer to your response to comment 7. Please revise to disclose the
principal purposes for
which the net proceeds are intended to be used, including any plans
you have to expand
your business and enter into new lines of business, and disclose the
approximate amount
intended to be used for each such purpose. Refer to Item 504 of
Regulation S-K.
Description of EGC and ECP, page 69
7. We note your response to comment 11 and that Enhanced PC was formed to
allow for P10
to acquire only the elements of ECG s historic business which align
with P10 s core
business activities. Please tell us how the current structure achieves
this objective
considering that P10 receives significant economic rights and
potential benefits through
the equity and economic interests of ECG and ECP. Please revise to
clearly disclose
information related to Enhanced PC including the nature of its
operations and the
significant risks and rewards related to P10 s contractual rights
and obligations.
8. Please file the Reorganization Agreement, Administrative Services
Agreement, and
Advisory Services Agreement as exhibits or advise.
Advisory Agreement, page 70
9. We note your response to Comment 18. If appropriate, please revise the
Risk Factors
section to discuss the uncertainty related to the collectability of
any revenue from
Enhanced PC related to the Advisory Services Agreement.
Reorganization Agreement, page 70
10. Please provide us a summary of the accounting for the reorganization
agreement by ECG
and ECP including the summarized journal entry for each entity and the
guidance
Robert Alpert
P10, Inc.
April 28, 2021
Page 3
supporting your accounting. Specifically tell us how you considered
the guidance in ASC
860-10-55-78. Additionally, based on your disclosure on pages 77 and
80, it appears you
determined the cost basis of the equity investments in Enhanced PC for
ECG and ECP
received in the reorganization at $0. Please explain how this was
determined.
11. We note your response to comment 10. Please tell us in detail and
revise to disclose the
method for determining the economic and voting interests for ECG and
ECP.
12. Please tell us in detail and revise to describe the reasons or
motivations for the economic
and voting interests for ECG and ECP. Specifically discus why ECG
received 0% voting
interests.
13. Please tell us how you determined that equity investment accounting
was appropriate for
ECG s equity interest in Enhanced PC and identify the guidance
supporting your
determination. Specifically tell us the legal form of Enhanced PC and
how you
determined you had significant influence considering your 0% voting
interests. Also, tell
us how you considered the guidance in ASC 323-10-35-13.
Notes to Unaudited Pro Forma Condensed Consolidated and Combined Financial
Statements,
page 75
14. Please revise each note that describes a column of pro forma
adjustments to clarify if the
adjustments represent Transaction Accounting Adjustments or Autonomous
Entity
Adjustments. Refer to Rule 11-02(a)(6) of Regulation S-X for guidance.
Note 3. Unaudited Pro Forma Condensed Consolidated and Combined Statement of
Operations,
page 77
15. We note your disclosure that the cost basis for the equity investments
in ECP and
Enhanced PC were $0 and $1. If true, please revise to clarify that P10
s equity investment
in Enhanced PC is through your consolidation of ECG.
Adjustment 7, page 80
16. Please revise to disclose the net losses recognized by ECP and
Enhanced PC for the year
ended December 31, 2020 on a pro forma basis.
FPAUM, page 94
17. We note your response to comment 22 and your revised disclosure on page
94. Please
FirstName LastNameRobert Alpert
revise to provide a similar roll forward that is not on a pro forma
basis and identify
Comapany NameP10,
significant Inc.
trends or concentrations in your FPAUM and discuss the
causal factors for the
trends.
April 28, 2021 Page 3
FirstName LastName
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
April NameP10, Inc.
28, 2021
April 428, 2021 Page 4
Page
FirstName LastName
Business of P10
Our Solutions, page 109
18. Refer to your response to comment 24. Please revise your disclosure to
describe the
principal investment products that you offer in each asset class and
the target investor
market for each product.
Acquisition of Enhanced, page F-23
19. So that we may better understand your accounting please provide us a
summary of the
allocation of the consideration paid by P10 for the fair value of the
assets acquired and
liabilities assumed in the acquisition of ECG and ECP. As part of the
summary, please
provide a separate reconciliation for ECG and ECP as of the
acquisition date that shows:
The Balance Sheet prior to the reorganization,
The Balance Sheet related to the Permanent Capital Subsidiaries
and/or other
subsidiaries contributed to Enhanced PC, and
The remaining Balance Sheet that was exchanged for the
consideration as part of the
Securities Purchase Agreement.
20. Additionally, please provide us a summarized schedule of the cost and
fair value related to
the investments and other key assets and liabilities remaining with
ECG and ECP and
those contributed to Enhanced PC.
21. Noting that ECP consolidates Enhanced PC after the reorganization,
please clarify for us
if you considered Enhanced PC in the valuation of ECP in the
allocation of consideration
paid by P10. If not, please explain why.
22. Please tell us if the inter-company debt payable by ECP to ECG as
referenced in your
response to Comment #15 is the same note as described in Note 4 on
page F-169. If not,
please tell us all of the key terms and other relevant facts and
circumstances related to the
note. Please tell us how the note was considered in the valuation of
ECG and ECP to
determine the allocation of the consideration paid and how the note
was measured in the
purchase price allocation of ECG. Please tell us and disclose what
happened to the note
subsequent to the reorganization and acquisition, explaining which
entity currently
recognizes the note, the amount outstanding and any other relevant
fact.
23. Please tell us all the key facts and circumstances and identify the
specific accounting
guidance you considered and the guidance on which you relied upon to
determine whether
you had a controlling financial interest in ECP. Specifically tell us
how you considered
whether control may be demonstrated other than by the possession of
voting rights.
24. Please tell us all the key facts and circumstances and identify the
specific accounting
guidance you considered and the guidance on which you relied upon to
determine the
primary beneficiary of Enhanced PC. Specifically tell us how you
considered which
entity had the power to direct the activities of Enhanced PC that most
significantly impact
Robert Alpert
P10, Inc.
April 28, 2021
Page 5
Enhanced PC s economic performance and how you considered the
Advisory Agreement
between ECG and Enhanced PC in this determination.
Exhibits
25. Please revise to include Schedules A, B, and C referenced in the
exhibit as part of Exhibit
10.6.
You may contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sonia Bednarowski at 202-551-3666 or Susan Block at
202-551-3210
with any other questions.
FirstName LastNameRobert Alpert Sincerely,
Comapany NameP10, Inc.
Division of
Corporation Finance
April 28, 2021 Page 5 Office of
Finance
FirstName LastName