SEC Comment Letter 0000000000-22-012993 to P10, Inc. (PX) (CIK 0001841968) (RPC)
P10, Inc. (PX) (CIK 0001841968)
Date: Dec. 1, 2022 · CIK: 0001841968 · Accession: 0000000000-22-012993
AI Filing Summary & Sentiment
File numbers found in text: 333-268275
Letter
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
FirstName LastNameAmanda Coussens Comapany NameP10, Inc. December 1, 2022 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Finance cc: Adam Finerman, Esq.
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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
FirstName LastNameAmanda Coussens
Comapany NameP10, Inc.
December 1, 2022 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Finance
cc: Adam Finerman, Esq.