United States securities and exchange commission logo
December 1, 2022
Amanda Coussens
Principal Financial Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Registration
Statement on Form S-3
Filed November 9,
2022
File No. 333-268275
Dear Amanda Coussens:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Selling Securityholder, page 25
1. We note your disclosure
on the cover page that this prospectus provides a general
description of the
securities that the company or any selling securityholders may offer
from time to time. We
further note the disclosure here that information about selling
securityholders, as
applicable, will be set forth in a prospectus supplement, in a post-
effective amendment or
in filings you make with the SEC under the Exchange Act that are
incorporated by
reference. Please revise to describe the initial offering transaction under
which the securities
the selling securityholders are offering were originally sold. Please
also clarify that the
initial offering was completed and the securities were issued and
outstanding prior to
filing this registration statement on Form S-3. Refer to Rule
430B(b)(2) under the
Securities Act and Compliance and Disclosure Interpretation 228.03
Amanda Coussens
P10, Inc.
December 1, 2022
Page 2
on the Securities Act Rules. Please also disclose the aggregate number of
shares being
registered for resale here and on the cover page. Refer to Item 501(b)(2)
of Regulation S-
K and Compliance and Disclosure Interpretation 228.04 on the Securities
Act Rules.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Susan Block at 202-551-3210 or Tonya Aldave at
202-551-3601 with any
questions.
Sincerely,
FirstName LastNameAmanda Coussens
Division of
Corporation Finance
Comapany NameP10, Inc.
Office of Finance
December 1, 2022 Page 2
cc: Adam Finerman, Esq.
FirstName LastName