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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
P10, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
69376K106 (CUSIP Number) |
Adam W. Finerman, Esq. BakerHostetler, 45 Rockefeller Plaza New York, NY, 10111 (212) 589-4233 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
210 Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,954,397.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
210/P10 Acquisition Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,954,397.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
CCW/LAW Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,954,397.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
SCHEDULE 13D
|
| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
Covenant RHA Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
| ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
SCHEDULE 13D
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| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
RHA Investments, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,954,397.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) These shares include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(2) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024.
SCHEDULE 13D
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| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
Robert Alpert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,379,490.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The sole amounts include includes 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof.
(2) The shared amounts include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(3) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024, plus (vi) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable as of the date hereof.
SCHEDULE 13D
|
| CUSIP No. | 69376K106 |
| 1 |
Name of reporting person
C. Clark Webb | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,379,490.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The sole amounts include includes 425,093 shares of Class A common stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date hereof
(2) The shared amounts include 4,954,397 shares of Class A common stock, all of which may be deemed to be beneficially owned by each Reporting Person.
(3) The percentage is based on the sum of (i) 54,850,578 shares of Class A common stock outstanding as of November 4, 2024, as reported on the Issuer's Quarterly Report on Form 10-Q, filed on November 8, 2024, plus (ii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 20, 2024, plus (iii) 2,000,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective November 25, 2024, plus (iv) 700,000 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 4, 2024, plus (v) 4,967,397 shares of Class A common stock issued upon conversion by the Reporting Persons of an equivalent number of shares Class B common stock effective December 18, 2024, plus (vi) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable as of the date hereof.
EXPLANATORY NOTE
This Amendment No. 7 to Schedule 13D (this Amendment) amends the items included herein that were contained in the Schedule 13D filed on December 20, 2023, as amended by Amendment No. 1 filed October 8, 2024, Amendment No. 2 filed November 12, 2024, Amendment No. 3 filed November 22, 2024, Amendment No. 4 filed November 27, 2024, Amendment No. 5 filed December 5, 2024, and Amendment No. 6 filed December 13, 2024 (the Original Schedule 13D, and together with this Amendment, this Schedule 13D) relating to shares of Class A common stock, par value $0.001 per shares, and shares of Class B common stock, par value $0.001 per shares, of P10, Inc., a Delaware corporation (the Issuer), filed by: (i) 210/P10 Acquisition Partners, LLC, a Texas limited liability company (210/P10); (ii) 210 Capital, LLC, a Delaware limited liability company (210 Capital); (iii) Covenant RHA Partners, L.P., a Texas limited partnership (RHA Partners); (iv) CCW/LAW Holdings, LLC, a Texas limited liability company (CCW Holdings); (v) RHA Investments, Inc., a Texas corporation (RHA Investments); (vi) Robert Alpert; and (vii) C. Clark Webb (each, a Reporting Person and collectively, the Reporting Persons).
On December 18, 2024, the Reporting Persons: (i) converted 4,967,397 shares of Class B common stock into an equivalent number of shares Class A common stock; and (ii) entered into an amendment to the Controlled Company Agreement (as defined in the Original Schedule 13D) that removed the Reporting Persons as a party thereto. This Amendment is being filed to reflect the foregoing changes and to update the information regarding the beneficial ownership of the shares of Class A common stock of the Issuer held by the Reporting Persons.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
P10, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4514 Cole Avenue, Suite 1600, Dallas,
TEXAS
, 75205. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated by reference herein.
210/P10 is the direct beneficial holder of 4,954,397 shares of Class A common stock that may be deemed to be beneficially owned by each Reporting Person. 210/P10 is managed by its sole member, 210 Capital, which is managed by its members RHA Partners and CCW Holdings. Mr. Webb has the power to direct the affairs of CCW Holdings as its sole manager. In addition, RHA Partners is managed by its general partner RHA Investments, and Mr. Alpert has the power to direct the affairs of RHA Investments as its President and sole shareholder. Accordingly, each of 210 Capital, RHA Partners, CCW Holdings, RHA Investments, Mr. Alpert and Mr. Webb may be deemed to beneficially own such shares of common stock held by 210/P10. In addition, (i) Mr. Alpert may be deemed to beneficially own 425,093 shares of Class A common stock issuable upon exercise of exercisable stock options; and (ii) Mr. Webb may be deemed to beneficially own 425,093 shares of Class A common stock issuable upon exercise of exercisable stock options.
However, each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities or rights to acquire securities directly held by any other Reporting Person covered by this Schedule 13D.
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| (b) | The information contained in subsection (a) of this Item 5 is incorporated by reference herein. |
| (c) | Except as described herein and on Appendix A, none of the Reporting Persons have effected any transactions with respect to shares of Class A common stock or Class B common stock of the Issuer during the past 60 days or since the filing of the Original Schedule 13D, whichever is less. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Class A common stock of the Issuer held by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following after the last paragraph under the subheading "Controlled Company Agreement":
On December 18, 2024, the Reporting Persons converted its remaining 4,967,397 shares of Class B common stock into an equivalent number of shares of Class A common stock. Following this conversion, the Reporting Persons no longer held any shares of Class B common stock and held less than 5% of the total combined voting power of common stock immediately following the Closing Date. As a result, the Reporting Persons no longer had any board designation rights under the Controlled Company Agreement.
Thereafter, the Issuer, 210/P10 and the other parties to the Controlled Company Agreement entered into that certain Amendment No. 2 to the Controlled Company Agreement, dated December 18, 2024 (the "CCA Amendment") to remove 210/P10 and certain other parties from the Controlled Company Agreement. As a result of the CCA Amendment, none of the Reporting Persons shall have any further rights or obligations under the Controlled Company Agreement or be deemed to be a member of any "group" within the meaning of Section 13(d)(3) of the Exchange Act or any related rules with any other party thereto by virtue the Controlled Company Agreement or otherwise.
| |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
Exhibit
No. Name
8. Amendment No. 2 to the Controlled Company Agreement, dated December 18, 2024, by and among P10, Inc. and the other parties listed on the signature pages thereto. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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