P10, Inc. Reports Unregistered Equity Sales

TL;DR

P10 sold unregistered equity, filing 8-K today.

AI Summary

P10, Inc. filed an 8-K on September 17, 2024, reporting unregistered sales of equity securities as of September 16, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Dallas, Texas.

Why It Matters

This filing indicates potential new equity issuance by P10, Inc., which could impact existing shareholders and the company's capital structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate less transparency or potential dilution for existing shareholders.

Key Numbers

• 001-40937 — SEC File Number (Identifies the company's filing history with the SEC.)
• 87-2908160 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• P10, Inc. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported
• September 17, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Dallas, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share PX The New York
• $42,250,000 — to complete the Transaction consists of $42,250,000 in cash and a number of shares of Class
• $20,750,000 — ock ") of the Company equal in value to $20,750,000. Of this amount of Class A Common Stock
• $16,750,000 — Of this amount of Class A Common Stock, $16,750,000 will be delivered at closing, with $4,0
• $4,000,000 b — ,000 will be delivered at closing, with $4,000,000 being subject to a five-year holdback to
• $10.03 — ending on September 11, 2024 which was $10.03 per share. Based upon this share price

Filing Documents

• px-20240916.htm (8-K) — 50KB
• px-ex99_1.htm (EX-99.1) — 28KB
• px-ex99_2.htm (EX-99.2) — 10KB
• img254083677_0.jpg (GRAPHIC) — 18KB
• img254083677_1.jpg (GRAPHIC) — 16KB
• img254083677_2.jpg (GRAPHIC) — 18KB
• px-ex99_2s1.jpg (GRAPHIC) — 436KB
• px-ex99_2s2.jpg (GRAPHIC) — 404KB
• px-ex99_2s3.jpg (GRAPHIC) — 335KB
• px-ex99_2s4.jpg (GRAPHIC) — 312KB
• px-ex99_2s5.jpg (GRAPHIC) — 406KB
• px-ex99_2s6.jpg (GRAPHIC) — 348KB
• px-ex99_2s7.jpg (GRAPHIC) — 532KB
• 0000950170-24-107018.txt ( ) — 4139KB
• px-20240916.xsd (EX-101.SCH) — 46KB
• px-20240916_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On September 16, 2024, P10 Intermediate Holdings LLC, a Delaware limited liability company (" Buyer ") and a subsidiary of P10, Inc., a Delaware corporation (the " Company "), entered into an equity purchase agreement (the " Purchase Agreement ") with Qualitas Equity Funds SGEIC, S.A. (" Qualitas Funds "), Qualitas Funds Holdco, S.L. (" Seller "), Sergio Garcia Huertas and Eric Todd Halverson, pursuant to which, subject to the satisfaction or waiver of specified conditions, Buyer would acquire all of the issued and outstanding equity interests of Qualitas Funds (the " Transaction "). The consideration payable to complete the Transaction consists of $42,250,000 in cash and a number of shares of Class A Common Stock, par value $0.001 per share (" Class A Common Stock ") of the Company equal in value to $20,750,000. Of this amount of Class A Common Stock, $16,750,000 will be delivered at closing, with $4,000,000 being subject to a five-year holdback to cover certain indemnification obligations of the Seller during the holdback period. The number of shares of Class A Common Stock to be delivered was calculated based on the daily volume weighted averages of the Class A Common Stock for the 20 consecutive trading days ending on September 11, 2024 which was $10.03 per share. Based upon this share price calculation, the Company will deliver 1,669,990 shares of Class A Common Stock to the Seller on the Closing Date, and up to an additional 398,804 shares by the lapse of the holdback period, as partial consideration for the Transaction. Up to an additional 31,738,000 in consideration (an " Earn-Out Payment ") may be payable based on the run-rate net revenue as of December 31, 2027 from new funds for Qualitas Funds raised after closing. Any Earn-Out Payment will be paid in a mix of cash and Class A Common Stock at Seller's election, with no more than 65% payable in cash. All shares of Class A Common Stock to be deliver

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 17, 2024, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Additionally, on September 17, 2024, the Company posted an investor presentation to its website, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Company undertakes no obligation to update, supplement or amend the materials attached as Exhibit 99.2 . The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18of the Exchange, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated September 17, 2024 99.2 Investor Presentation, dated September 17, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. P10, INC. Date: September 17, 2024 By: /s/ Amanda Coussens Amanda Coussens Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR