PX P10 Inc

As filed with the Securities and Exchange Commission on July 12, 2024

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

P10, Inc.

(Exact name of registrant as specified in its charter)

4514 Cole Avenue, Suite 1600

Dallas, Texas 75205

(Address of Principal Executive Offices) (Zip Code)

P10, Inc. 2021 Incentive Plan

(Full title of the plans)

Luke A. Sarsfield III

Chief Executive Officer

P10, Inc.

4514 Cole Avenue, Suite 1600

Dallas, Texas 75205

(Name and address of agent for service)

(214) 865-7998

(Telephone number, including area code, of agent for service)

With a copy to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by P10, Inc., a Delaware corporation (the “Registrant”) to register an additional 11,000,000 shares of the Registrant’s Class A common stock, $0.001 par value per share (the “Common Stock”), that may be offered and sold under the P10, Inc. 2021 Incentive Plan (as amended, the “Plan”), which shares of Common Stock are in addition to the securities for which a registration statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2022 (File No. 333-264882) (the “2022 Registration Statement”) and on January 26, 2023 (File No. 333-269425) (the “2023 Registration Statement”). On February 27, 2024, the Board of Directors of the Registrant adopted, subject to the requisite stockholders’ approval, an amendment (the “Amendment”) to the Plan to increase the number of shares of Common Stock that may be issued under the Plan by 11,000,000 shares. The Registrant’s stockholders approved the Amendment at its 2024 Annual Meeting of Stockholders.

This Registration Statement relates to securities of the same class as those to which the 2022 Registration Statement and 2023 Registration Statement related, and is submitted in accordance with General Instruction E to Form S-8 regarding the Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the 2022 Registration Statement and the 2023 Registration Statement are incorporated herein by reference and made a part of this Registration Statement, except as modified or supplemented by the information set forth below.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

All of the documents that the Registrant subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits

The Exhibits listed on the accompanying Exhibit Index are filed as part of, and incorporated by reference into, this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 12, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Luke A. Sarsfield III, Amanda Coussens and Melodie Craft, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and power of attorney has been signed by the following persons in the capacities indicated on the 12^th day of July, 2024.

Exhibit 5.1

July 12, 2024

Ladies and Gentlemen:

We have acted as counsel to P10, Inc., a Delaware corporation (the “Registrant”), in connection with the preparation and filing by the Registrant of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), with respect to the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of 11,000,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the P10, Inc. 2021 Incentive Plan (as amended, the “Plan”).

We have reviewed copies of (i) the Registration Statement, in substantially the form filed or to be filed with the Commission pursuant to the Act, (ii) the Plan, (iii) the Registrant’s certificate of incorporation and bylaws, each as currently in effect on the date hereof, and (iv) resolutions of the Compensation Committee and Board of Directors of the Registrant relating to the approval of the Plan and the filing of the Registration Statement.

We have also reviewed such other documents and made such other investigations as we have deemed appropriate. As to various questions of fact material to this opinion, we have relied upon statements, representations and certificates of officers or representatives of the Registrant, public officials and others. We have not independently verified the facts so relied on.

Based upon the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon the issuance thereof and payment therefor in accordance with the terms stated in the Plan or in the award agreements entered into pursuant thereto, will be legally issued, fully paid and non-assessable.

We do not express any opinion with respect to any law other than the General Corporation Law of the State of Delaware. This opinion is rendered only with respect to the laws and legal interpretations and the facts and circumstances in effect on the date hereof.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 12, 2024, with respect to the consolidated financial statements of P10, Inc., incorporated herein by reference.

/s/ KPMG LLP

Chicago, Illinois

July 12, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

P10, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities