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United States securities and exchange commission logo
June 17, 2024
Luke A. Sarsfield III
Chief Executive Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Registration
Statement on Form S-1
Filed May 29, 2024
File No. 333-279769
Dear Luke A. Sarsfield III:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
General
1. We note your statement
in the Explanatory Note after page 14 that you are using this
registration statement
to deregister unsold shares from two prior registration statements.
Please provide an
analysis supporting your conclusion that you are eligible to use this
registration statement
to deregister shares as opposed to post-effective amendments to the
prior registration
statements. Refer to your undertaking in both of the previous registration
statements provided
pursuant to Item 512(a)(3) of Regulation S-K. In addition, please
relocate the
Explanatory Note above the Cover Page.
Selling Stockholders, page 6
2. We note that you
disclose on page 90 of your Annual Report on Form 10-K for the fiscal
year ended December 31,
2023 that WTI sellers obtained obtained 3,916,666 membership
units of P10
Intermediate, which can be exchanged into 3,916,666 shares of P10 Class A
Luke A. Sarsfield III
P10, Inc.
June 17, 2024
Page 2
common stock. However, we further note that you are registering for
resale over 56
million shares of P10 Class A common stock. Please revise your
disclosure to describe
how, when and in what manner the selling stockholders acquired the
shares being
registered for resale, including the terms of any earnouts, what
earnouts have been
received to date and what remain to be received. Refer to Item 507 of
Regulation S-K.
Plan of Distribution, page 10
3. We note your disclosure on page 10 that your selling securityholders may
sell their
securities in one or more underwritten offerings. Please confirm your
understanding that
the retention by a selling stockholder of an underwriter would
constitute a material change
to your plan of distribution requiring a post-effective amendment. Refer
to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
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 Robert Arzonetti at 202-551-8819 or Todd Schiffman at
202-551-3491
with any other questions.
Sincerely,
FirstName LastNameLuke A. Sarsfield III
Division of
Corporation Finance
Comapany NameP10, Inc.
Office of Finance
June 17, 2024 Page 2
cc: Todd E. Lenson
FirstName LastName