CUSIP No. 69376K106
EXPLANATORY NOTE
This Amendment No. 2 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 (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 November 7, 2024, Mr. Alpert and Mr. Clark each resigned as members of the board of directors of the Company. This Amendment is being filed to, among other things, (i) reflect such resignations and certain other changes since the Original Schedule 13D; and (ii) update the information regarding the beneficial ownership of the shares of Class A common stock of the Issuer 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.
Item 2. Identity and Background.
Item 2(c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
| (c) | Mr. Alpert and Mr. Webb are each private investors. 210/P10 was formed to invest and support the Issuer’s exit from bankruptcy and subsequent growth. 210 Capital is a registered, non-reporting investment advisor. RHA Partners and CCW Holdings are each personal investment vehicles, and RHA Investments was formed to serve as the general partner of RHA Partners, which is wholly owned by Mr. Alpert. |
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is incorporated by reference. The Reporting Persons acquired the shares of Class A common stock and Class B common stock for investment purposes.
Subject to applicable securities laws and regulations, market conditions and other factors, the Reporting Persons may sell a portion of the shares of Class A common stock and/or Class B common stock beneficially owned by the Reporting Persons from time to time in open market transactions pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise (including pursuant to Rule 144 or Rule 10b5-1 plans), for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The Reporting Persons may modify their current plans depending on the Reporting Persons’ continuing evaluation of various factors, including the Issuer’s business prospects and financial position, other developments concerning the Issuer, the price of shares of Class A common stock, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the Reporting Persons.
Resignations as Directors
Each of Mr. Alpert and Mr. Webb resigned as members of the board of directors of the Issuer effective November 7, 2024. Through the Controlled Company Agreement, as described in the Original Schedule 13D, Mr. Alpert and Mr. Webb have the right to designate two directors on behalf of the 210 Group.