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United States securities and exchange commission logo
October 14, 2021
Robert Alpert
Co-Chief Executive Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
October 12, 2021
File No. 333-259823
Dear Mr. Alpert:
We have reviewed your amended 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 6, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Principal and Selling Stockholders, page 165
1. Please revise to
identify which stockholders are the selling stockholders for the 8,500,000
shares of Class A
common stock being offered by selling stockholders, as well as the
overallotment amount.
We note for instance, at page 19, under "The Offering," the
disclosure that there
are zero shares of Class A common stock outstanding immediately
prior to this offering
and there does not appear to be any number of shares listed in the
column of Class A
Common Stock Beneficially Owned in the selling stockholder table.
Exhibit Index, page iii
2. We note your disclosure
in your registration statement that the exclusive forum provision
Robert Alpert
P10, Inc.
October 14, 2021
Page 2
in your amended and restated certificate of incorporation does not
apply to actions arising
under the Exchange Act. Please ensure that the exclusive forum
provision in the
governing documents states this clearly, or tell us how you will
inform investors in future
filings that the provision does not apply to any actions arising under
the Exchange Act. In
this regard, we note that Article XIII of your Form of Amended and
Restated Certificate
of Incorporation of P10, Inc., filed as Exhibit 3.1 to your
registration statement, is silent as
to whether the provision applies to actions arising under the Exchange
Act.
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
October 14, 2021 Page 2 Office of
Finance
FirstName LastName