Sec Form 13D Filing - 210 Capital LLC filing for P10 Inc. (PX) - 2023-12-20

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  210 Capital, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  210/P10 Acquisition Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  CCW/LAW Holdings, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  Covenant RHA Partners, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  RHA Investments, Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  100,173,970 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  13,167,397

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,167,397 ⁽²⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  19.9%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  CO

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock.

  NAMES OF REPORTING PERSONS

  Robert Alpert

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  759,243 ⁽¹⁾

  SHARED VOTING POWER

  100,173,970 ⁽²⁾

  SOLE DISPOSITIVE POWER

  759,243 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  13,167,397 ⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,926,640

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  20.9%⁽⁴⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

This amount 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.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iv) 425,093 shares of Class A common stock underlying stock options held by Mr. Alpert that are exercisable within 60 days of the date hereof.

  NAMES OF REPORTING PERSONS

  C. Clark Webb

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  759,243 ⁽¹⁾

  SHARED VOTING POWER

  100,173,970 ⁽²⁾

  SOLE DISPOSITIVE POWER

  759,243 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  13,167,397 ⁽³⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  13,926,640

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  20.9%⁽⁴⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

This amount 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.

This figure gives effect to the voting power of the Class B common stock, which entitles its holder to ten votes for each share held, until a Sunset becomes effective. A “Sunset” is triggered by any of the earlier of the following: (i) the Sunset Holders (as defined in the amended and restated certificate of incorporation of the Issuer (the “Charter”)) cease to maintain direct or indirect beneficial ownership of 10% of the outstanding shares of Class A Common Stock (determined assuming all outstanding shares of Class B Common Stock have been converted into Class A Common Stock), (ii) the Sunset Holders collectively cease to maintain direct or indirect beneficial ownership of at least 25% of the aggregate voting power of the outstanding shares of Common Stock, and (iii) upon the tenth anniversary of the effective date of the Charter.

These shares include: (i) 3,500,000 shares of Class A common stock; and (ii) 9,667,397 shares of Class B common stock, all of which may be deemed to be beneficially owned by each Reporting Person.

Based on the sum of (i) 53,122,612 shares of Class A common stock outstanding as of November 10, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q, filed on November 13, 2023, plus (ii) 3,500,000 shares of Class A common stock received by the Reporting Persons upon conversion of an equivalent number of shares Class B common stock effective December 18, 2023, plus (iii) 9,667,397 shares of Class B common stock that may be converted by the Reporting Persons into an equivalent number of shares of Class A common stock, plus (iv) 425,093 shares of Class A common stock underlying stock options held by Mr. Webb that are exercisable within 60 days of the date hereof.

Security and Issuer.

Identity and Background.

This Schedule 13D is 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, a United States citizen; and (vii) C. Clark Webb, a United States citizen. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of each Reporting Person is 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205.

Mr. Alpert serves as Executive Chairman of the Issuer and as a member of the board of directors of the Issuer. Mr. Webb serves as Executive Vice Chairman of the Issuer and as a member of the board of directors of the Issuer. 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.

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information regarding the citizenship and states of formation of the Reporting Persons set forth in subsection (a) is incorporated herein by reference.

Source and Amount of Funds or Other Considerations.

Purpose of Transaction.

Interest in Securities of the Issuer.

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.

Except as described elsewhere in this Schedule 13D, including in Items 3 and 6 incorporated herein by reference, during the past 60 days, none of the Reporting Persons have effected any transactions with respect to the Class A common stock or Class B common stock of the Issuer.

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 or Class B common stock of the Issuer held by the Reporting Persons.

Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Material to Be Filed as Exhibits.

Exhibit No.

Name

1.

2.

3.

4.

5.

6.

7.