Item 8.01. Other Events.
As previously reported, P10, Inc. (the "Company"), entered into an underwriting
agreement, dated as of October 20, 2021 (the "Underwriting Agreement"), with
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Barclays Capital Inc.,
as representatives of the several underwriters (the "Underwriters"), pursuant to
which the Company and certain selling stockholders agreed to sell to the
Underwriters 20,000,000 shares of the Company's Class A common stock ("Common
Stock") in connection with the Company's previously announced offering (the
"Offering"), at a price of $12.00 per share, less underwriting discounts and
commissions. The Underwriting Agreement granted the Underwriters an
over-allotment option (the "Over-Allotment Option") for a period of 30 days to
purchase up to an additional 3,000,000 shares of Common Stock from certain
selling stockholders of the Company.
On November 18, 2021, the Underwriters exercised the Over-Allotment Option in
full to purchase 3,000,000 shares of Common Stock at $12.00 per share, less
underwriting discounts and commissions (the "Over-Allotment Exercise") from the
selling stockholders. The Company did not receive any proceeds from the sale of
Common Stock pursuant to the Over-Allotment Exercise.
The Offering was made pursuant to the Company's effective registration statement
on Form S-1 (Registration Statement No. File No. 333-259823), filed with the
U.S. Securities and Exchange Commission (the "SEC") on September 27, 2021. The
Offering was described in the Company's final prospectus dated October 20, 2021.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any Shares nor shall there be any offer,
solicitation or sale of such Shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release of P10, Inc., dated November 19, 2021
104 Cover Page Interactive Data File (formatted as inline XBRL)
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