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United States securities and exchange commission logo
June 23, 2021
Robert Alpert
Co-Chief Executive Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted May 13,
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. 2 to Draft Registration Statement on Form S-1
Reorganization Agreement, page 71
1. We note your response
to comment 11 and your disclosure on page 71 that the 67%-33%
economic ownership
split was based on the relative fair market values of the assets
contributed by each of
ECG and ECP, as determined by management. Please tell us why
you used the fair
market value of gross assets as the basis for the economic ownership and
how you considered
whether using net assets is more appropriate noting that the
information provided in
response 10 shows ECG contributed net liabilities with a carrying
value of $0.6 million
and ECP contributed net assets with a carrying value of $20.6
million.
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
June NameP10, Inc.
23, 2021
June 23,
Page 2 2021 Page 2
FirstName LastName
2. We note your response to comment 10. We note the Enhanced Capital
Group, LLC
balance sheet at September 30, 2020 on page F-152 includes an ECP Note
Receivable of
$30 million, Investment Firms Note Payable of $40 million and
Redemption Notes
Payable of $19 million. Please tell us why these amounts were not
included in the
Consolidated ECG Pre-Reorg Balance Sheet column on page 7 of the
response.
Additionally, please revise the information provided in response 10 to
include all amounts
recognized on the ECG and ECP balance sheet immediately prior to the
Reorganization.
3. In response to comment 22, you state that the inter-company debt
payable by ECP to ECG
remains subsequent to the ECG/ECP Reorganization and P10 acquisition.
Please tell us
why the amount is not included in the ECP Remains December 14, 2020
Balance Sheet
column on page 7 of the response. Additionally, please revise the
information provided in
response 10 to include all amounts recognized on the ECG and ECP
balance sheet
immediately after the Reorganization and prior to the purchase
accounting related to the
P10 acquisition.
4. We note your disclosure on page 83 that, Debt of ECG, which was not
held by the
Permanent Capital Subsidiaries, totaling $64.4 million as of the
acquisition date was
extinguished using the proceeds from the acquisition. Please revise
to clarify if the
extinguishment of this debt was part of the reorganization agreement.
If not, clarify how
this was accounted for in the purchase accounting including how it was
or why it was not
recognized as part of the liabilities assumed.
5. We note that the information provided on page 7 of the response shows
that ECP and
ECG transferred certain liabilities to Enhanced PC. Please tell us is
detail and revise to
discuss the rights and claims that these creditors have. Specifically,
discuss if they have
rights to assets of other entities including ECP and ECG.
6. Please revise and tell us how many Members there are on Enhanced PC
s Board, which
entities appoint the Members, and how many votes are required to make
a binding
decision.
7. We note your response to comments 10 and 24. Please tell us your
consideration of ASC
810-10-40-5, in your accounting for the derecognition of the permanent
capital
subsidiaries in the reorganization. Include in your response your
calculation of gain or
loss on the derecognition.
Unaudited Pro Forma Statement of Operations for the year ended December 31,
2020, page 76
8. Please revise to provide the historical information for Enhanced
Capital Group, LLC from
October 1, 2020 through December 14, 2020, the date of the acquisition
in a separate
column. The historical amounts should not show the impact related to
the Acquisition or
Reorganization. Please show the impact of the Reorganization is a
separate pro forma
column. Additionally, please disclose in the accompanying explanatory
notes revenues,
expenses, gains and losses and related tax effects which will not
recur in the income of the
registrant beyond 12 months after the transaction. Refer to SEC
Release No. 33-10786
Robert Alpert
P10, Inc.
June 23, 2021
Page 3
and Rules 11-02(a)(6) and 11-02(a)(11)(i) of Regulation S-X for
guidance.
Adjustment (7), page 82
9. Please refer to comment 16. You disclose that the pro forma net loss
of $3.8 million for
ECP does not reflect the effects of the Advisory Agreement. Please
revise to include the
effects of the Advisory Agreement on the pro forma loss for ECP or
tell us why it should
not be included.
Acquisition of Enhanced, page F-23
10. Please refer to comment 23. In your response to comment 23, you refer
to a chart
below. However, we could not locate the chart. Please provide us
the chart to the extent
needed.
11. We note from your response to comments 13 and 23 that ECP will receive
economics
through the Administrative Services Agreement between ECG and EC
Holdings for the
employees provided to ECG that in turn provide services to Enhanced
PC. Please
describe to us the design and purpose of this Administrative Services
Agreement, and
support the substance of the agreement when the employees provided to
ECG by EC
Holdings in turn provide services to EC Holdings indirect
subsidiary.
Exhibits
12. Please refer to your exhibit index. We note several of the exhibits
indicate that schedules
and exhibits have been omitted pursuant to Item 601(b)(10). However,
some of those
exhibits appear to be redacting information pursuant to Item
601(b)(10)(iv) of Regulation
S-K. As such, please revise the exhibit index for those exhibits, to
clarify that portions of
those exhibits have been redacted in accordance with Item
601(b)(10)(iv) or advise. For
the remaining exhibits that are labeled as having schedules and
exhibits that have been
omitted pursuant to Item 601(b)(10), please clarify which subsection
of Item 601of
Regulation S-K you are relying upon to omit schedules or exhibits.
Refer generally to
Items 601(a)(5), 601(b)(2), and 601(b)(10) of Regulation S-K.
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
June 23, 2021 Page 3 Office of
Finance
FirstName LastName