SecProbe.io

March 24, 2025
David A. Breach
Co-Chief Executive Officer
VistaOne, L.P.
Four Embarcadero Center, 20th Floor
San Francisco, CA 94111
Re:VistaOne, L.P.
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Filed March 10, 2025
File No. 000-56714
Dear David A. Breach:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
General
We note your disclosure on page 77 that “if the General Partner were to structure the
Fund’s holdings and business operations in such a manner that in the future it does not
meet the definition of an ‘investment company’ set out in Section 3(a)(1) of the 1940
Act, it is expected that the Fund’s assets would primarily consist of majority-
controlled portfolio companies or general partner or co-general partner interests in
joint ventures (that in turn hold majority or primary control of portfolio companies). It
is expected these joint ventures would generally be alongside other Vista Entities and
in cases where the Fund is a partner of the joint venture another Vista Entity may be
the other co-general partner. In such cases the relative economic interests of the co-
general partners are expected to vary from joint venture to joint venture and such
other Vista Entity may have certain governance rights that do not correspond with
their economic interests on a pro rata basis.” Please:
Clarify whether restructuring around majority-controlled portfolio companies •1.

March 24, 2025
Page 2
and/or joint ventures would be the means by which the General Partner would
cause you to no longer be an investment company under Section 3(a)(1). If not,
please discuss and describe the restructuring of holdings and business operations
contemplated by this disclosure.
•Discuss, supplementally, your plans, if any, to seek direct or indirect investment
by non-Qualified Purchasers in the future.
•Discuss, supplementally, the nature of the anticipated joint ventures, including the
structure of any such joint ventures, the nature of the co-participants, and the
manner of your participation. Please also discuss whether your interests in such
joint ventures are (or will be) investment securities in your hands for purposes of
Section 3(a)(2) of the Investment Company Act. This discussion should address
what it means to be “majority-owned” for purposes of Section 3(a)(2) and how
your use of the term “majority-controlled” relates to that provision.
•Notwithstanding Section 3(c)(7), please explain, supplementally, whether you or
any future controlled subsidiary/joint venture would be considered an “investment
company” under Section 3(a)(1)(A) of the 1940 Act.
•Notwithstanding Section 3(c)(7), please explain, supplementally, whether you or
any future controlled subsidiary/joint venture would be considered an “investment
company” under Section 3(a)(1)(C) of the 1940 Act.
Item 1. Business, page 1
2.We note your response to prior comment 1. You stated in your response that your key
milestone in the next 12 months will be the commencement of a private offering and
closing with investors and that only after that period will you commence your
investment activities. Please revise your disclosure here to include such information.
Investment Objective and Strategy, page 2
3.We note your response to prior comment 2. Please revise your disclosure to provide
additional information regarding the "Visa Best Practices" including but not limited
to:
•the factors that indicate whether your processes and methodologies can make a
business profitable; and
•examples of the application of such practices which have lead to improved
efficiencies.
The General Partner and the Manager, page 3
4.We note your response to prior comment 4. We also note comment 4 in our letter
dated January 6, 2025 requesting that you submit any marketing materials prepared to
solicit interest in VistaOne's fund. Since you have not yet made any investments,
investors must look to your management's prior investment performance managing
other funds in order to evaluate the possible success of an investment in you. Revise
to provide information on Vista's prior investment activities that are comparably
detailed to the information you include in your marketing materials.

March 24, 2025
Page 3
            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.
            Please contact John Spitz at 202-551-3484 or Cara Lubit at 202-551-5909 if you have
questions regarding comments on the financial statements and related matters. Please contact
Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Mark Brod