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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 Via EDGAR

 February 5, 2025

 Securities and
Exchange Commission

 Division of Corporate Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 VistaOne, L.P.

Registration Statement on Form 10-12G

Filed December 9, 2024

 File
No. 000-56714

 Ladies and Gentleman:

On behalf of VistaOne, L.P. (the “Fund”), we are concurrently filing with the Securities and Exchange Commission (the
“Commission”) an amendment (“Amendment No. 1”) to the above-referenced registration statement on Form 10 (the “Registration Statement”) originally filed with the Commission on December 9, 2024. The Fund has
revised the Registration Statement in response to the letter from the staff (the “Staff”) of the Commission’s Division of Corporate Finance, dated January 6, 2024 (the “Comment Letter”), related to the Registration
Statement and to reflect certain other changes.

 In addition, we are providing the following responses to the Comment Letter. To assist
your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined below, capitalized terms used below shall have
the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Fund.

Registration Statement on Form 10-12G

General

1.
 Please provide a comprehensive legal analysis regarding whether (i) you (together with your
consolidated subsidiaries) and (ii) any unconsolidated subsidiaries, including any unconsolidated joint ventures formed between you and “one or more joint venture partners, operating partners or other third parties” meet the
definition of an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”). In your response, please address each of the factors outlined in Tonapah Mining
Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.

Securities and Exchange Commission

February 5, 2025

 Please ensure that your response addresses the question of whether the company “holds
itself out as being” engaged primarily in the business of investing in securities within the meaning of Section 3(a)(1)(A) of the 1940 Act. In this regard, we note that you (i) will be managed by a registered investment adviser,
(ii) will pay a “management fee” based on your net asset value to that registered investment adviser, (iii) is apparently named after a private equity firm, Vista Equity Partners Management, LLC, and (iv) apparently expects
to sell and repurchase its units based on its net asset value. In addition to any other relevant considerations, please address whether these representations, together with any similar representations made to investors, would indicate to a
reasonable investor that you are primarily engaged in the business of investing in securities, notwithstanding any disclaimers offered in the Form 10.

Response: The Fund would be an “investment company” under Section 3(a)(1) of the 1940 Act but for the exception to that
definition in Section 3(c)(7) of the 1940 Act. The Fund intends to rely on Section 3(c)(7) of the 1940 Act, which excepts from the definition of “investment company” any issuer: (i) whose outstanding securities are owned
exclusively by persons who, at the time of acquisition of such securities, are “qualified purchasers” (as defined in the 1940 Act and rules thereunder) and (ii) that is not making and does not at that time propose to make a public
offering of such securities.

 With respect to the first prong of Section 3(c)(7), the Fund will limit ownership of its securities to
persons who are qualified purchasers at the time of acquisition. With respect to the second prong of Section 3(c)(7), the Fund is proposing to conduct a continuous private offering in reliance on an exemption from the registration requirements
of the 1933 Act to investors who are both (i) accredited investors within the meaning of Regulation D under the 1933 Act and (ii) qualified purchasers (as defined in the 1940 Act and rules thereunder).

In light of the discussion above, the Fund would not meet the definition of an “investment company” due to its ability to rely on
Section 3(c)(7) of the 1940 Act, notwithstanding the Fund’s characterization under Section 3(a)(1)(A) therein.

2.
 Revise to disclose, or attach as an exhibit, the Valuation Policy.

Response: The Fund acknowledges the Staff’s comment and has set forth the Fund’s Valuation Policy on page 20.

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Securities and Exchange Commission

February 5, 2025

3.
 We note that the general partner can waive a number of provisions of the Valuation Policy, Limited
Partnership Agreement, and Investment Management Agreement. Revise to disclose whether the general partner will provide any notice of instances where they have made use of that discretion in the management of the fund, the resolution of
conflicts of interest or the determination of Transactional NAV, including to calculate fees.

 Response: The
Fund acknowledges the Staff’s comment and has revised its disclosure on pages 8, 20 and 160.

4.
 Please supplementally provide us with copies of all written communications or other sales literature that
you, or anyone authorized to do so on your behalf, present to potential investors.

 Response: The Fund
acknowledges the Staff’s comment and will share the final forms of the marketing materials on a supplemental basis.

Forward-Looking Statements; Risks Factor Summary, page iv

5.
 We note that you refer to Section 27A of the Securities Act. Please note that, because
you are not currently subject to the reporting requirements of section 13(a) or section 15(d) of the Exchange Act, the safe harbor provisions for forward-looking statements of the Private Securities Litigation Reform Act of 1995 found in
Section 27A of the Securities Act and Section 21E of the Exchange Act do not apply to you. Please delete all mention of this safe harbor.

Response: The Fund acknowledges the Staff’s comment and has revised its disclosure on page iv to remove the references to the safe
harbor.

6.
 Consistent with your disclosure on pages 16 and 56, please add disclosure or a cross- reference regarding
the early repurchase deduction to inform investors in this section that any repurchase requests of units that have not been outstanding for at least two years will be subject to an early repurchase deduction equal to 5% of the value of the
transactional NAV.

 Response: The Fund acknowledges the Staff’s comment and has revised its disclosure on
pages iv and 16 to inform investors of the Early Repurchase Deduction.

 Investment Objective and Strategy, page 1

7.
 We note your disclosure that you are managed by VEPF Management, L.P., a wholly-owned subsidiary of Vista
Equity Partners Management, LLC, and that you go on to discuss Vista’s “demonstrated...ability to create value through a disciplined investment focus.” We further note that you go on to attribute your ability to turn investments into
“profitable growth businesses.” We note your disclosure on page iv that states that “the fund will employ a strategy that differs from that of prior Vista PE Funds.” Please discuss, in substantially greater detail, the
differences between VistaOne’s investment focus and the focus and strategy of prior Vista managed funds.

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Securities and Exchange Commission

February 5, 2025

 Response: The Fund acknowledges the Staff’s comment and revised its disclosure on
pages 3 and 36 to clarify that the investment focus and strategy of prior Vista managed funds and VistaOne are substantially similar.

8.
 Please revise to provide more detailed information regarding the “Vista Best Practices” and how
those practices will have to be changed due to your change in investment focus.

 Response: As part of
Vista’s investment strategy, Vista employs value creation strategies in each portfolio company. We have expanded the disclosure on page 2 to provide additional detail regarding Vista’s best practices to investors.

Item 1. Business, page 1

9.
 Please expand your business section to include a plan of operations for the next twelve months, and state
clearly that you have not yet begun operations. In the discussion of your planned activities, include specific information regarding material events or steps required to pursue your planned activities, including any contingencies such as raising
additional funds.

 Response: The Fund has revised its disclosure on page 1 to include additional information
regarding the Fund’s plan of operations for the next twelve months and to clearly state that the Fund has not yet begun operations and, as a result, we currently (i) do not hold interests in any joint ventures or portfolio companies,
(ii) do not have any employees and (iii) have not generated any revenues, as of the date of this Registration Statement.

10.
 We note your disclosure on pages 39 and 130 that unitholders are not entitled to vote in the election of
your directors, bring matters before meetings of unitholders or nominate directors at such meeting, nor are they generally able to submit unitholder proposals. Please briefly disclose the lack of unitholder voting power in the risk factor summary
and business sections.

 Response: The Fund acknowledges the Staff’s comment and has revised its
disclosure on pages v, 7 and 157 to include disclosure that Unitholders are not entitled to vote in the election of the Fund’s directors and are not able to bring matters before meetings of Unitholders or nominate directors at such meeting, nor
are they generally able to submit Unitholder proposals.

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Securities and Exchange Commission

February 5, 2025

 The Fund – VistaOne, L.P., page 1

11.
 Revise this section to clarify, if true, that it intends for any subsequent sales to Feeder Funds or other
collective investment vehicles will also fit into the Section 3(c)(7) exemption from registration under the 1940 Act.

Response: The Fund acknowledges the Staff’s comment and has revised its disclosure on page 1 to clarify that the Fund intends for
any subsequent sales made by the Fund to future Feeder Funds or other collective investment vehicles to be offered in reliance on Section 3(c)(7) or other available exemptions or exclusions under the 1940 Act.

The General Partner and the Manager, page 4

12.
 Please revise your disclosure to provide more detailed information regarding the manager’s background,
including its key personnel, previous roles in managing funds, performance history and any sector specific expertise. Also, discuss the manager’s prior history using leverage in its managed investments. The discussion should highlight the
differences in the strategies employed by prior funds and the strategies to be used by VistaOne.

 Response:
The Fund acknowledges the Staff’s comment and has revised its disclosure on page 4 to provide more detailed disclosure on the manager’s background and prior history using leverage in its management investments.

VistaOne Structure, page 5

13.
 Please revise the organizational chart to identify VistaOne, L.P.’s percentage of economic and voting
interests by class of shares, such as Class S, Class B and Class D. Please also revise the organizational chart to clarify in the chart or by footnote which entity is the registrant.

 Response: The Fund acknowledges the Staff’s comment and has revised its organizational chart on page 5
accordingly.

 Investment Process

Deal Execution, page 11

14.
 Please revise to provide more detailed information regarding “Vista’s Critical Factors for
Success.”

 Response: The Fund acknowledges the Staff’s comment and has revised its disclosure on
page 11 to provide more detailed information regarding Vista’s Critical Factors for Success.

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Securities and Exchange Commission

February 5, 2025

 Leverage, page 14

15.
 We note your disclosure that “[o]ther than borrowings incurred solely to provide interim financing
prior to the receipt of capital,”, you do not intend to incur borrowings that would cause the aggregate amount of recourse indebtedness to exceed 30% of your total assets. However, you then also state that during your initial ramp-up period or during a market downturn or in connection with a large acquisition your leverage may exceed 30%. Please clarify whether there are any specific actual limitations on these leverage ratios. In
addition, disclose in this section, if true, that you have no financing committed from Vista.

 Response: In
response to the Staff’s comment, the Fund has revised its disclosure on page 14 in respect of limitations on leverage. Additionally, the Fund has revised its disclosure on page 14 to disclose that the Fund has no financing committed from Vista
to start its operations. To the extent, the Fund receives committed financing from Vista or other third-party lenders, the Fund will notify Unitholders via a Form 8-K or other applicable Exchange Act filing.

 Repurchase Program, page 15

16.
 Please provide us with your analysis as to the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, to your Unit repurchase program.

 Response:

Tender Offer Rules

 The
Fund acknowledges that it is responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), to its unit repurchase program. The Fund believes that its unit repurchase program is not an “issuer tender offer” subject to the tender offer rules, including Rule 13e-4
and Regulation 14E, under the Exchange Act. This conclusion is based on an analysis of the factors identified in Wellman v. Dickinson,1 and applied in subsequent cases by the SEC and the
Staff in determining what constitutes an “issuer tender offer” for purposes of the tender offer rules under the Exchange Act.

 As
discussed in more detail below, the Fund believes that repurchases of units pursuant to its unit repurchase program do not implicate the concerns that the tender offer rules are intended to address. The purpose of the Fund’s unit repurchase
program is to provide unitholders with ongoing liquidity. The terms of the unit repurchase program will be fully disclosed to potential investors prior to the purchase of the Fund’s units. Unitholders will be notified of the most recent
quarterly transaction price and net asset value (“NAV”) per unit for each

1
 Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979).

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Securities and Exchange Commission

February 5, 2025

class of units through the Fund’s website, and/or through current or periodic reports filed by the Fund. Unitholders will be given sufficient time after the transaction price is made
available to submit their repurchase request or, if they had previously submitted their repurchase request, to withdraw such request if desired. The terms of the Fund’s unit repurchase program, including full disclosure of the time in which to
make decisions, withdrawal rights, and proration in the event a repurchase offer is oversubscribed, collectively reduce pressure on unitholders and mitigate the concerns that the tender offer rules were intended to address. Because the unit
repurchase program is not an “issuer tender offer” based on an analysis of the Wellman factors, the structural protections generally afforded to unitholders under the tender offer rules are unnecessary for the protection of
investors.

 Analysis of the Wellman Factors

An analysis of the Wellman factors demonstrates that the Fund’s unit repurchase program should not be viewed as an “issuer
tender offer” subject to the tender offer rules under the Exchange Act. Set forth below is an applicat