What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-27 compared with 2022-03-21 · 271 added, 271 removed, 1280 unchanged (30% of the section changed)

11 unchanged sentences

We market our solutions under well-established brands within the specialized markets in which we operate.

These include RCP Advisors and Bonaccord Capital, our Private Equity solutions;

These include RCP Advisors, Bonaccord Capital, and P10 Advisors, our Private Equity solutions;

TrueBridge, our Venture Capital solution;

Enhanced, our Impact Investing solution;

and Five Points and Hark Capital, our Private Credit solutions (which Five Points also offers certain private equity solutions).

and Five Points, Hark Capital, and WTI our Private Credit solutions (which Five Points also offers certain private equity solutions).

We believe adding new asset class solutions will foster deeper manager relationships, enabling managers and portfolio companies alike to benefit from our offering and expect to expand within other asset classes and geographies through additional acquisitions and future planned organic growth by providing additional specialized investment vehicles within our existing investment asset class solutions.

12 unchanged sentences

We have a significant presence within the middle and lower middle-market private markets industry in North America, where the majority of our capital is currently being deployed as we leverage our differentiated solutions to serve our global investors.

As of December 31, 2021, we had 180 employees, including 93 investment professionals acr oss 10 offices located in 9 states.

As of December 31, 2022, we had 234 employees, including 107 investment professionals across 11 offices located in 9 states.

Over 100 of our employees have an equity interest in P10, collectively owning approximately 63% of the Company on a fully-diluted basis as of December 31, 2022.

We managed $21.2 billion in FPAUM from which we earn management and advisory fees as of December 31, 2022.

In addition, our FPAUM has grown at a CAGR of 21.8 % from December 31, 2018 to December 31, 2021, determined on a

pro forma basis as if the acquisitions of Five Points, TrueBridge, Enhanced, Bonaccord and Hark were completed as of January 1, 2018.

FPAUM pro forma for acquisitions of Five Points (closed April 1, 2020), TrueBridge (closed October 2, 2020), Enhanced (closed December 14, 2020), Hark and Bonaccord (closed September 30, 2021) for 2018, 2019 and 2020.

In addition, our FPAUM has grown at a CAGR of 17 % from December 31, 2018 to December 31, 2022, determined on a pro

forma basis as if the acquisitions of Five Points, TrueBridge, Enhanced, Bonaccord, Hark, and WTI were completed as of January 1, 2018.

Organic FPAUM is calculated on a pro forma basis assuming the acquisitions of WTI, Five Points, TrueBridge, Enhanced, Bonaccord, and Hark were completed as of January 1, 2018.

Q4’22 organic FPAUM growth is the pro forma FPAUM growth from Q4’21 to Q4’22.

“PF”

refers to calculations made on a pro forma basis.

“A”

refers to calculations made on an actual basis.

Our Solutions

3 unchanged sentences

Under PES, we make direct and indirect investments in middle and lower-middle market private equity across North America.

PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity,

private credit and real estate and real assets.

The PES investment team, which is comprised of 42 investment professionals with an average of 24+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated over the past 20 y ears, including over 1,800+ investors, 200+ fund managers, 375+ private market funds and 1,900+ portfolio companies.

W e have 44 active investment vehicles including primary investment funds, direct and co-investment funds and secondaries.

PES also makes minority equity investments in a diversified portfolio of mid-sized managers across private equity, private credit, real estate and real assets.

The PES investment team, which is comprised of 39 investment professionals with an average of 25+ years of experience, has deep and long-standing investor and fund manager relationships in the middle and lower-middle market which it has cultivated over the past 20 years, including over 1,900+ investors, 260+ fund managers, 490+ private market funds and 2,000+ portfolio companies.

We have 48 active investment vehicles.

PES occupies a differentiated position within the private markets ecosystem helping our investors access, perform due diligence, analyze and invest in what we believe are attractive middle and lower-middle market private equity opportunities.

We are further differentiated by the scale, depth, divers ity and accuracy of our constantly expanding proprietary private markets database that contains comprehensive information on more than 4,900 investment firms, 9,000 funds, 42,000 individual transactions, 28,000 private companies and 250,000 financial metrics .

We are further differentiated by the scale, depth, diversity and accuracy of our constantly expanding proprietary private markets database

that contains comprehensive information on more than 5,000 investment firms, 9,000 funds, 38,000 individual transactions, 30,000 private companies and 250,000 financial metrics.

As of December 31, 2022, PES managed $10.8 billion of FPAUM.

1 unchanged sentence

Under VCS, we make investments in venture capital funds across North America and specialize in targeting high-performing, access-constrained opportunities.

The VCS investment team, which is comprised of 14 investment professionals with an average of 20+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ yea rs, including over 540+ investors, 60+ fund managers, 55 direct investments, 230+ private market funds and 6,500+ portfolio companies.

We have 12 active investment vehicles including primary investment funds and direct and co- investments.

Our VCS soluti on is differentiated by our innovative strategic partnerships with our premier manager access and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors.

The VCS investment team, which is comprised of 15 investment professionals with an average of 22+ years of experience, has deep and long-standing investor and fund manager relationships in the venture market which it has cultivated over the past 14+ years, including over 1,000+ investors, 65+ fund managers, 74 direct investments, 300+ private market funds and 8,000+ portfolio companies.

We have 18 active investment vehicles.

Our VCS solution is differentiated by our innovative strategic partnerships and our vantage point within the venture capital and technology ecosystems, maximizing advantages for our investors.

In addition, since 2011, we have partnered with Forbes to publish the Midas List, a ranking of the top value-creating venture capitalists.

1 unchanged sentence

Impact Investing Solutions "IIS"

Under IIS, we make direct equity, tax equity, and debt investments in impact initiatives across North America.

Under IIS, we make equity, tax equity, and debt investments in impact initiatives across North America.

IIS primarily targets investments in renewable energy development and historic building renovation projects, as well as providing capital to small businesses that are women or minority owned or operating in underserved communities.

The IIS investment team, which is comprised of 12 investment professionals with an average of 21+ years of experience, has deep and long-standing relationships in the impact market which it has cultiva ted over the past 20 years, including deploying capital on behalf of over 82 investors.

We currently have 34 active investment vehicles including direct and co-investments, which are diversified across impact asset classes, industries and geographies.

We are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of our track record as well as our robust network of project developers and financing parties, small brokers and owners developed over 20+ years focusing on relatively less penetrated corners of the private investing market.

We have collectively raised over $4.8 billion into 700+ projects, supporting 390+ businesses across 38 states, Washington DC and Puerto Rico since 2000.

The IIS investment team, which is comprised of 15 investment professionals with an average of 22+ years of experience, has deep and long-standing relationships in the impact market which it has cultivated over the past 20 years, including deploying capital on behalf of over 100 investors.

We currently have 32 active investment vehicles.

We are differentiated in both the breadth of impact areas served, the type of capital deployed and the duration of our track record.

We have collectively deployed over $3.3 billion into 850+ projects and businesses across 39 states since 1999.

We have invested $2.6 billion in Impact Assets across our Small Business Lending, Impact Real Estate and Climate Finance Strategies.

Investments in solar assets will generate 16 billion KWh of renewable energy over the lifetime of the portfolio.

Investments in solar assets have generated over 1.6 billion KWh of renewable energy over the lifetime of the portfolio.

As of December 31, 2022, IIS managed $1.9 billion of FPAUM.

1 unchanged sentence

Under PCS, we primarily make debt investments across North America, targeting lower middle market companies owned by leading financial sponsors and also offer certain private equity solutions.

The PCS investment team, which is comprised of 25 investment professionals with an average of 22+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated over the past 22 years, including 240+ investors across 5 active investment vehicles including direct and co-investments and 185+ portfolio companies with over $1.9+ billion capital deployed .

Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented co mpanies.

PCS also provides loans to mid-life, growth equity, venture and other funds backed by the unrealized investments at the fund level and provide financing for companies that would otherwise require equity.

The PCS investment team, which is comprised of 38 investment professionals with an average of 24+ years of experience, has deep and long-standing relationships in the private credit market which it has cultivated over the past 22 years, including 300+ investors across 12 active investment vehicles and 1,600+ portfolio companies with over $9.7 billion capital deployed.

Our PCS is differentiated by our relationship-driven sourcing approach providing capital solutions for growth-oriented companies.

We are further synergistically strengthened by our PES network of fund managers, characterized by more than 520 credit opportunities annually.

We currently maintain 50+ active sponsor relationships and have 45+ platform investments.

As of Dece mber 31, 2021, PCS managed $1.2 billion of FPAUM.

As of December 31, 2022, PCS managed $3.1 billion of FPAUM.

We have a flexible business model whereby our investors engage us across multiple specialized private market solutions through different specialized investment vehicles.

22 unchanged sentences

In so doing, the buyer agrees to take on future funding obligations in exchange for future returns and distributions.

Because secondary investments are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio

companies, these investments are viewed as more mature.

Because secondary investments are generally made when a primary investment fund is three to seven years into its investment period and has deployed a significant portion of its capital into portfolio companies, these investments are viewed as more mature.

We typically receive fees from investors on committed capital for a decade, the typical life of the fund.

5 unchanged sentences

As of December 31, 2022, we have a global investor base of over 3,100 investors, across 50 states, 59 countries and 6 continents –

incl uding som e of the world’s largest pension funds, endowments, foundations, corporate pensions and financial institutions.

incl uding some of the world’s largest pension funds, endowments, foundations, corporate pensions and financial institutions.

In addition, we have a strong footprint within some of the most prominent family offices and high net worth individuals.

1 unchanged sentence

Our Distribution and Marketing

We continuously seek to strengt hen and expand our relationships with our current and prospective investors.

We have a dedicated team of approximately 27 professionals focused on business dev elopment and investor relations.

Our business development and investor relations teams maintain an active and transparent dialogue with an expansive list of existing and prospective investors and while we have a significant presence in North America, we have cultivated relationships with a number of international investors.

We continuously seek to strengthen and expand our relationships with our current and prospective investors.

We have a dedicated team of business development and investor relations professionals who maintain an active and transparent dialogue with an expansive list of existing and prospective investors and while we have a significant presence in North America, we have cultivated relationships with a number of international investors

Our business development and investor relations professionals frequent dialogue with existing and prospective investors, enable us to monitor investor preferences and tailor future product offerings to meet investor demand.

1 unchanged sentence

Our business development and investor relations professionals lead this process, coordinate meetings, and continue to be the prospective investor’s principal point of contact throughout their decision-making process.

Our business development and investor

relations professionals are also responsible for being the principal points of contact for our existing investors, and for our customized separate accounts, we work with each investor to design and implement a specific strategic plan in accordance with the investment guidelines agreed to by us and the investor.

In addition to our direct relationship management efforts, we also work with various consultants that investors rely on for private markets investing advice.

As of December 31, 2021, we have over 100 consultant relationships.

Our business development and investor relations professionals are also responsible for being the principal points of contact for our existing investors, and for our customized separate accounts, we work with each investor to design and implement a specific strategic plan in accordance with the investment guidelines agreed to by us and the investor.

Our Investment Performance

7 unchanged sentences

“Fund Size”

refers to the total amount of capital committed by investors to each fund disclosed;

refers to the total amount of capital committed by investors and, when applicable, the U.S.

Small Business Administration to each fund disclosed;

“Called Capital”

5 unchanged sentences

When considering the data presented above, you should note that the historical results of our investments are not indicative of the future results you should expect from such investments, from any future funds we may raise or from your investment in our Class A common stock, in part because:

market conditions and investment opportunities may be significantly less favorable than in the past;

the performance of our funds is largely based on the NAV of the funds’

market conditions and investment opportunities during previous periods may have been significantly more favorable for generating positive performance than those we may experience in the future;

the performance of our funds is generally calculated on the basis of net asset value of the funds’

investments, including unrealized gains, which may never be realized;

our historical returns derive largely from the performance of our earlier funds, whereas future fund returns will depend increasingly on the performance of our newer funds or funds not yet formed;

our newly established funds typically generate lower investment returns during the period that they initially deploy their capital;

changes in the global tax and regulatory environment may impact both the investment preferences of our investors and the financing strategies employed by businesses in which particular funds invest, which may reduce the overall capital available for investment;

the availability of suitable investments, thereby reducing our investment returns in the future;

competition for investment opportunities, resulting from the increasing amount of capital invested in private markets alternatives, may increase the cost and reduce the availability of suitable investments, thereby reducing our investment returns in the future;

the industries and businesses in which particular funds invest will vary;

IRRs for Impact Equity do not include IRRs for historic tax credit transactions as the credits trade at a discount to par.

The IRRs reflected only represent Renewable Energy Tax Credit transactions and are the product of a very short hold period.

changes in the global tax and regulatory environment may affect both the investment preferences of our investors and the financing strategies employed by businesses in which particular funds invest, which may reduce the overall capital available for investment and the availability of suitable investments, thereby reducing our investment returns in the future;

in recent years, there has been increased competition for investment opportunities resulting from the increased amount of capital invested in private markets alternatives and high liquidity in debt markets, which may cause an increase in cost and reduction in the availability of suitable investments, thereby reducing our investment returns in the future;

the performance of particular funds also will be affected by risks of the industries and businesses in which they invest.

Net IRR reflects limited partner returns after allocation of management fees, general fund expenses, investment expenses, income earned on cash and cash equivalents, any carried interest to the general partner, and any other fees and expenses.

10 unchanged sentences

We provide global institutional investors differentiated access to a broad set of solutions and specialized investment vehicles across attractive asset classes and geographies generating competitive risk-adjusted returns.

As of December 31, 2021, we have $17.3 billion in fee paying assets under management.

As of December 31, 2022, we

have $21.2 billion in fee paying assets under management.

We offer a comprehensive set of investment strategies to clients, including both commingled funds and customized separate accounts within our primary investment funds, secondary, direct investment, co-investment vehicles, and advisory solutions.

2 unchanged sentences

The Company's history began with founding P10 Holdings as a Texas corporation in 1992 and reincorporating in Delaware in 2000.

profitable businesses and our business primarily consisted of cash, certain retained intellectual property assets and our net operating losses and other tax benefits.

On November 19, 2016, P10 Holdings completed the sale of substantially all of its assets and liabilities and operations and became a non-operating company focused on monetizing our retained intellectual property and acquiring profitable businesses and our business primarily consisted of cash, certain retained intellectual property assets and our net operating losses and other tax benefits.

In March 2017, P10 Holdings filed for re-organization under Chapter 11 of the Federal Bankruptcy Code, using a prepackaged plan of reorganization.

13 unchanged sentences

TrueBridge is a registered investment advisor with the United States Securities and Exchange Commission.

On December 14, 2020, the Company completed the acquisition of 100% of the equity interest in ECG, and a non-controlling interest in Enhanced Capital Partners, LLC (“ECP”) (collectively, “Enhanced”).

On December 14, 2020, the Company completed the acquisition of 100% of the equity interest in ECG, and a non-controlling interest in Enhanced Capital Partners, LLC (“ECP”, and collectively with ECG, “Enhanced”).

Enhanced undertakes and manages equity and debt investments in impact initiatives across North America, targeting underserved areas and other socially responsible end markets including renewable energy, historic building renovations, and affordable housing.

7 unchanged sentences

The IPO priced on October 20, 2021, and P10’s Class A common stock began trading on the NYSE on October 21, 2021 under the ticker “PX”.

Investors purchased 23,000,000 Class A shares in conjunction with the IPO and the Company gained a top-tier set of institutional investors as described in more detail below.

Investors purchased 23,000,000 Class A shares in conjunction with the IPO and the Company gained a top-tier set of institutional investors.

The IPO process is described in more detail below.

In June 2022, the Company formed P10 Advisors, a fully consolidated subsidiary, to manage investment opportunities that are sourced across the P10 platform but do not fit within an existing investment mandate.

On October 13, 2022, the Company completed the acquisition of all of the issued and outstanding membership interests of WTI.

WTI provides senior secured financing to early-stage and emerging stage life sciences and technology companies.

WTI is a registered investment advisor with the United States Securities and Exchange Commission.

Simultaneously with the acquisition of WTI, the Company completed a restructuring of P10 Intermediate and subsidiaries to LLC entities that are considered disregarded entities for federal income tax purposes.

This allowed the WTI sellers to obtain a partnership interest in P10 Intermediate and all of its subsidiaries.

As a result of the acquisition, the WTI sellers obtained 3,916,666 membership units of P10 Intermediate, which can be exchanged into 3,916,666 shares of P10 class A common stock, following applicable restrictive periods.

The results of WTI’s operations have been included in the consolidated financial statements effective October 13, 2022.

The Company reports noncontrolling interest related to the partnership interests which are owned by the WTI sellers.

This is recorded as noncontrolling interest on the Consolidated Balance Sheets.

Noncontrolling interest is allocated a share of income or loss in the respective consolidated subsidiaries in proportion to their relative ownership interest.

Additionally, the Company makes periodic distributions to the WTI sellers for tax related and other agreed upon expenses as disclosed in the purchase agreement.

As we reflect on 2022, we are exceptionally proud of our accomplishments.

2 unchanged sentences

ORGANIZATIONAL STRUCTURE

We completed an offering in connection with our initial public offering and concurrent listing on the New York Stock Exchange.

We completed an offering in connection with our IPO and concurrent listing on the New York Stock Exchange.

On October 21, 2021, we issued 11,500,000 shares of our Class A common stock to the purchasers in the offering and selling stockholders sold 8,500,000 shares of our Class A common stock.

Pursuant to our issuance of Class A common stock, we received net proceeds of approximately $129.4 million after deducting underwriting discounts and commissions but before expenses based on the initial public offering price of $12.00 per share.

On November 19, 2021.

we announced that the

underwriters of the public offering fully exercised their option to acquire an additional 3,000,000 shares of Class A common stock at the public offering price of $12 per share, less underwriting discounts and commissions.

On November 19, 2021, we announced that the underwriters of the public offering fully exercised their option to acquire an additional 3,000,000 shares of Class A common stock at the public offering price of $12 per share, less underwriting discounts and commissions.

These shares were sold by certain stockholders of P10 and P10 did not receive any proceeds from the sale.

This allowed the sellers to obtain a partnership interest in P10 Intermediate and all of its subsidiaries.

The diagram below illustrates our structure and does not include all unconsolidated entities in which we hold non-controlling equity method investments.

1 unchanged sentence

We have 73,008,374 outstanding shares of Class B common stock held of record by 2,930 stockholders as of December 31, 2022.

Each share of our Class B common stock will entitle its holder to ten votes per share until a Sunset ("Sunset") becomes effective.

A Sunset is triggered by any of the earlier of the following 1) the Sunset Holders 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) 2) 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 3) upon the tenth anniversary of the effective date of our amended and restated certificate of incorporation.

Each share of our Class B common stock entitles its holder to ten votes per share until a Sunset ("Sunset") becomes effective.

A Sunset is triggered by any of the earlier of the following (a) the Sunset Holders 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) (b) 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 (c) upon the tenth anniversary of the effective date of our amended and restated certificate of incorporation.

After a Sunset becomes effective, each share of Class B common stock will automatically convert into Class A common stock.

2 unchanged sentences

Because a Sunset may not take place for some time, it is expected that the Class B common stock will continue to entitle its holders to ten votes per share, and the Class B Holders will continue to exercise voting control over the Company, for the near future.

The Class B Holders will initially have approximately 95% of the combined voting power of our common stock.

The Class B Holders have approximately 95% of the combined voting power of our common stock.

Upon any transfer, Class B common stock converts automatically on a one-for-one basis to shares of Class A common stock, except in the case of transfers to certain permitted transferees.

In addition, holders of Class B common stock may elect to convert shares of Class B common stock on a one-for-one basis into Class A common stock at any time.

Our current stockholders believe that the contributions of the current ownership group and management team have been critical in P10 Holdings’

growth to date.

Our current stockholders believe that the contributions of the current ownership group and management team have been critical in P10’s growth to date.

We have a history of employee equity participation and believe that this practice has been instrumental in attracting and retaining a highly experienced team and will continue to be an important factor in maximizing long-term stockholder value.

3 unchanged sentences

Stockholders Agreement and Registration Rights

entered into a stockholders agreement (the “Stockholders Agreement”) with certain investors, including employees, pursuant to which the investors were granted piggyback and demand registration rights prior to the offering.

NYSE Controlled Company Agreement

entered into a controlled company agreement(the “Controlled Company Agreement”), with principals of 210 Capital, L.L.C.(“210 Capital”) and certain of their affiliates (the “210 Group”), RCP Advisors and certain of their affiliates (the “RCP Group”) and TrueBridge and certain of their affiliates (the “TrueBridge Group”), granting each party certain board designation rights.

entered into a controlled company agreement (the “Controlled Company Agreement”) on October 20, 2021, with principals of 210 Capital, L.L.C.(“210 Capital”) and certain of their affiliates (the “210 Group”), RCP Advisors and certain of their affiliates (the “RCP Group”) and TrueBridge and certain of their affiliates (the “TrueBridge Group”), granting each party certain board designation rights.

So long as the 210 Group continues to collectively hold a combined voting power of (A) at least 10% of the shares of common stock outstanding immediately following the closing date of the IPO (the “Closing Date”), P10, Inc.

8 unchanged sentences

The Controlled Company Agreement provides that, without the prior written consent of P10, Inc., the 210 Group, the RCP Group and the TrueBridge Group will not, and will not publicly disclose an intention to, during the period commencing on the date of the Controlled Company Agreement and ending three years after the date thereof (the “Restricted Period”), (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the 210 Group, RCP Group or the TrueBridge Group or any other Equity Securities (as defined therein) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of common stock or any such other securities, in cash or otherwise.

One-third of the original holdings of Equity Securities of each of the 210 Group, RCP

Group and TrueBridge Group will be released from the Lock-Up Restrictions, on the first, second and third anniversary of the consummation of the public offering (the “Lock-Up Restrictions Release”).

One-third of the original holdings of Equity Securities of each of the 210 Group, RCP Group and TrueBridge Group will be released from the Lock-Up Restrictions, on the first, second and third anniversary of the consummation of the public offering (the “Lock-Up Restrictions Release”).

Company Lock-Up Agreements

19 unchanged sentences

We believe the composition of public markets is fundamentally shifting and will drive investment growth in private markets as fewer companies elect to become public corporations or return to being privately held.

According to the 2018 PitchBook Report, the number of public companies in North America and Europe has declined by 3.8% on an annualized basis between 2008 and 2017, while the number of private equity-backed companies has increased by 4.2%.

According to the 2021 Annual US PE Breakdown PitchBook Report, private equity capital raised has increased 376% from $63.3 billion to $301.3 billion from 2011 to 2021.

The report states that elevated multiples in public markets mean many models are predicting significantly lower returns from public equities going forward, further reinforcing LPs’

shift to alternatives.

Furthermore, investors continue to increase their exposure to passive strategies in search of lower fee alternatives as relative returns in active public market strategies have compressed.

3 unchanged sentences

Since 2010, assets under management have grown by 3.1 times from $2.4 trillion in 2010 to $9.8 trillion in 2022, according to the 2022 McKinsey Report.

From 2010 to 2020, the deal value in

the lower middle markets has grown by 2.5 times, investments in venture capital have grown by 4.9 times and assets under management of PRI Signatories in impact growth has grown by 4.9 times, according to the 2021 PitchBook Middle Market Report, the 2021 PwC Report, and the Bain & Company Reports, respectively.

While private markets saw record levels of fund-raising in 2021 and private markets in 2022 experienced a predictable pullback in their pace of growth, private markets have remained resilient, with about $3 trillion of dry powder available for deployment, a stable pool of locked-in capital, and an active market for secondaries, according to the 2022 McKinsey Report.

From 2010 to 2020, the deal value in the lower middle markets has grown by 2.5 times, investments in venture capital have grown by 4.9 times and assets under

management of PRI Signatories in impact growth has grown by 4.9 times, according to the 2021 PitchBook Middle Market Report, the 2021 PwC Report, and the Bain & Company Reports, respectively.

In addition, capital targeted in private credit has grown by 2.5 times from January 2016 to July 2021, according to the 2021 Preqin Report.

This private credit growth maintained into 2022, with $172 billion raised in the first three quarters of 2022 which is 80% of last year’s record amount, according to the 2022 Preqin report.

According to the 2021 PitchBook Private Fund Strategy Report, fundraising has continued to remain strong with nearly a trillion dollars of total capital raised in 2020.

5 unchanged sentences

As more companies choose to remain private, we believe smaller companies will continue to dominate market supply, with significantly less capital in pursuit.

According to S&P Global Market Intelligence;

According to S&P Global Market Intelligence Report for 2022;

S&P Capital IQ Estimates and PitchBook Data Inc., only $124 billion of capital is available to U.S.

2 unchanged sentences

We believe this favorable middle and lower-middle market dynamic implies a larger pool of opportunities at compelling purchase price valuations with significant return potential.

P10 has robust and proprietary data

collected over a twenty-year history that is difficult to replicate that allows investment teams to efficiently scope and dimension out middle and lower middle market private equity fund managers.

P10 has robust and proprietary data collected over a twenty-year history that is difficult to replicate that allows investment teams to efficiently scope and dimension out middle and lower middle market private equity fund managers.

Increasing Private Markets Investor Allocations

2 unchanged sentences

Additionally, according to the Global Impact Investing Network’s 2020 report 2020 Annual Impact Investor Survey , 64% of polled investors noted that they were expecting to increase their allocations to impact investing by more than 5%.

In combination with the broader growth in private markets we

believe the increase in long-term investor allocations towards private market asset classes will further drive demand of private market solutions across the investor universe.

Moreover, according to the Global Impact Investing Network 2022 report, the size of the impact investing market currently stands at $1.164 trillion in AUM –

a significant psychological milestone for an industry still maturing and growing in sophistication.

In combination with the broader growth in private markets we believe the increase in long-term investor allocations towards private market asset classes will further drive demand of private market solutions across the investor universe.

Democratization of Private Markets

According to the 2017 PwC Report, the growing wealth of high-net-worth and mass affluent individuals, and the shift in retirement savings from defined benefit to defined contribution plans, have propelled significant growth in the asset management industry over the last decade.

According to a 2020 PwC Report, the growing wealth of high-net-worth and mass affluent individuals, and the shift in retirement savings from defined benefit to defined contribution plans, have propelled significant growth in the asset management industry over the last decade.

At the same time, both high-net-worth and mass affluent investors continue to remain significantly under-allocated to the private markets in comparison with institutional investors.

11 unchanged sentences

Rise of ESG and Impact Investing in Private Markets

According to the Bain & Company Reports, the total assets under management of PRI signatories, the cohort of asset managers that have committed to upholding ESG principles, a barometer for the ESG industry, has increased roughly five-fold since 2010, from $21 trillion to $103 trillion.

According to the PRI Annual Report, the total assets under management of PRI signatories, the cohort of asset managers that have committed to upholding ESG principles, a barometer for the ESG industry, has increased roughly five-fold since 2010, from $21 trillion to $121.3 trillion by March 31, 2022.

According to the 2020 McKinsey Report, an ESG approach to private markets has been one of the most talked about developments of the past several years.

1 unchanged sentence

demanding transparency into ESG policies, procedures and performance of portfolio assets.

These trends have all held true as the McKinsey Report for the 2022 Annual Review of Private Market reemphasizes these movements.

In response and in conjunction with regulatory influence, we believe the adoption of ESG and the growth of impact investing will continue to proliferate in private markets.

2 unchanged sentences

As a result, we believe investors will seek to partner with firms that not only have a proven track record, but also offer tech-enabled non-investment functions, including GP-level reports, enhanced portfolio monitoring, customized performance benchmarking and associated compliance, administrative and tax capabilities.

According to the 2020 Ernst & Young Report, 32% of the private equity fund managers surveyed reported middle- and back-office process enhancement as one of their top three priorities to support growth in assets and to meet the needs of new

According to the 2022 Global Private Equity Survey by Ernst & Young, 26% of the private equity fund managers surveyed reported middle- and back-office process enhancement as one of their top three priorities to support growth in assets and to meet the needs of new investors.

In the same report, 43% of investors surveyed believe investments in digital infrastructure would be beneficial or required to support investors’

12 unchanged sentences

We believe our investors increasingly seek exposure to the middle and lower-middle markets private equity and venture capital firms but may not have the necessary tools to analyze, diligence and gain access to opportunities offered.

Due to our scale and tenure within middle and lower-middle market private equity and venture capital, we have cultivated long-standing relationships with leading middle and lower-middle market private equity and venture capital general pa rtners.

We have established relationships with over 265 general partners, which provides us with differentiated access to investment opportunities within private markets, benefiting our investors.

3 unchanged sentences

We believe our multi-asset class solutions have allowed our investors to increase and expand allocations across our various solutions and vehicles, thereby deepening existing and new investor relationships.

Our business is well-positioned to continue to service and grow our investor base with 27 professionals dedicated to investor r elations and business development.

Our business is well-positioned to continue to service and grow our investor base with a team of professionals dedicated to investor relations and business development.

Premier Data Analytics with Proprietary Database

1 unchanged sentence

Our database stores and organizes a universe of managers and opportunities with powerful tracking metrics that we believe drive optimal portfolio management and monitoring and enable a portfolio grading system as well as repository of investment evaluation scorecards.

In particular, our proprietary database offers our investors a highly transparent, versatile and informative platform through which they can track, monitor and diligence portfolios, and we believe the expansive data set within our proprietary database, harvested from our robust network of general partners, enables us to make more informed investment decisions and, in turn, drive strong investment performance.

In particular, our

proprietary database offers our investors a highly transparent, versatile and informative platform through which they can track, monitor and diligence portfolios, and we believe the expansive data set within our proprietary database, harvested from our robust network of general partners, enables us to make more informed investment decisions and, in turn, drive strong investment performance.

As of December 31, 2022, our database contains comprehensive information on more than 4,900 investment firms, 9,800 funds, 44,000 individual transactions, 29,000 private companies and 276,000 financial metrics.

9 unchanged sentences

Virtually all of our revenue is derived from management and advisory fees based on committed capital typically subject to multi-year commitment periods, usually between ten and fifteen years.

As a result, we believe our revenue stream is contractual and highly predictabl e.

As a result, we believe our revenue stream is contractual and highly predictable.

The weighted average duration of remaining capital under management is 6.1 years as of December 31, 2022 .

In addition, P10 ha s additional committed, undeployed AUM that is not yet included in FPAUM of approximately $726.0 million as of December 31, 2021 that will continue to add to FPAUM as the capital is deployed.

Well Diversified Revenue and Investor Base

5 unchanged sentences

Our biggest asset is our people and we therefore focus on recruiting, nurturing and retaining top talent, all of whom are proven leaders in their respective field.

Our management team has an average of 21 years of industry and investment experience, with a successful track record of sourcing and executing mergers and acquisitions and is supported by a deep bench of talent consisting of 93 investment professionals.

Our management team has a successful track record of sourcing and executing mergers and acquisitions and is supported by a deep bench of talent consisting of 107 investment professionals.

Ownership Structure Aligned with Investors

4 unchanged sentences

Ultimately, we believe FPAUM follows investment performance and the more aligned our investment professionals are to the performance of investor capital, the better our company performance will be.

Over 100 of our employees have an equity interest in us, collectively owning ap proximately 59 % of the Company on a fully diluted basis as of December 31, 2021.

Over 100 of our

employees have an equity interest in us, collectively owning approximately 63 % of the Company on a fully diluted basis as of December 31, 2022.

In addition, our employees have committed separately to our investment vehicles as of December 31, 2022, as part of our General Partner commitment, which is typically 1% of total commitments of each fund.

35 unchanged sentences

Moreover, we believe our differentiated data capabilities allow us to further support the private markets activities of our investors, enhance our investors experience and drive new innovative solutions.

Selectively Pursue Strategic Acquisitions

Selectively Pursue Strategic Acquisitions and Relationships

We focus on growing organically but may complement our growth with selective strategic acquisition opportunities that expand our footprint, broaden our investor base, and further strengthen our solutions offering.

4 unchanged sentences

On September 30, 2021, P10 Holdings closed on the purchases of Hark and Bonaccord from the global investment company and asset manager Aberdeen Capital Management LLC and certain related parties.

The Bonaccord APA provided for the acquisition of certain assets related to the business of acquiring minority equity interests in alternative asset management companies focused on private market strategies which may include private equity, private credit, real estate and real assets strategies, for a purchase price of approximately $40 million.

In addition, the Bonaccord APA provides for potential earn-out payments of up to $20 million, during the 72-month period beginning on October 1, 2021, subject to the satisfaction of certain terms and conditions.

4 unchanged sentences

Consistent with this strategy, we continue to evaluate ongoing opportunities, some of which may be significant.

In October 2022, we acquired all of the outstanding membership interests of WTI through its subsidiary for total consideration of $105.2 million and an aggregate of 3,916,666 membership units of P10 Intermediate Holdings, LLC, which can be exchanged into 3,916,666 shares of P10 class A common stock, following applicable restrictive periods.

Further, the purchase agreement includes additional earnout milestones as EBITDA grows, with a total of $70 million available in earnout payments, in the form of cash or shares of P10 common stock, if EBITDA builds to $25 million and if the eligible employees are still employed by the Company.

As a pioneer in venture debt, WTI has deployed $7.8 billion in loan commitments across more than 1,400 venture-backed companies since its founding in 1980.

Many leading publicly traded technology companies, representing over $1 trillion in aggregate market capitalization, count WTI as an early lender and partner.

Adding WTI to our solutions portfolio strengthens our market position by adding a strategy capable of delivering growth, and good fund performance, in various market cycles.

Consistent with this strategy, we continue to evaluate ongoing opportunities, some of which may be significant.

Our Investment Process

8 unchanged sentences

Opportunities Tracked

As of December 31, 2021, we track over 14,000+ potential investment opportunities across private markets, spanning primary investment funds, secondaries and direct and co-investments.

As of December 31, 2022, we track thousands of potential investment opportunities across private markets, spanning primary investment funds, secondaries and direct and co-investments.

Our attractive positioning within the private markets ecosystem, coupled with our synergistic network of general partners and extensive database has enabled us to cultivate a comprehensive funnel of what we believe are premier investment opportunities.

14 unchanged sentences

Once final approval has been obtained, the investment team may proceed with commitments or funding.

Our investment process is highly selective and informed by our comprehensive diligence process.

Of our primary and secondary deal flow we invest in less than 5% of firms tracked and of our direct and co-investment deal flow we invest in only approximately 1% of firms tracked.

Our Risk Management Process

1 unchanged sentence

We apply our risk management framework across three distinct areas of our investment process:

i) the general partner, ii) the investment fund, and iii) the portfolio company.

(a) the general partner, (b) the investment fund, and (c) the portfolio company.

We seek to mitigate risk through prudent portfolio diversification and through comprehensive due diligence on general partners, investment funds and portfolio companies.

2 unchanged sentences

Key components of our ongoing risk management of general partners include monitoring the firm’s historical and current strategy, historical track record and anticipated performance, current team composition and remuneration, decision-making process, ability to add value, deal flow and fund terms.

Furthermore, our risk management processes include reviewing information related to the general partners target asset

classes, sector/sub-sectors, investment specialties, key personnel, and primary geographical regions in which the general partner invests.

Furthermore, our risk management processes include reviewing information related to the general partners target asset classes, sector/sub-sectors, investment specialties, key personnel, and primary geographical regions in which the general partner invests.

Investment Fund

10 unchanged sentences

Our Responsible Investment Philosophy

Responsible investment, which encompasses environmental, social and governance (“ESG”) and impact investing considerations, is a core tenet of our operating and investment philosophies.

We believe that full integration of an ESG framework into both our investment process and internal operations will improve long- term, risk-adjusted returns for our clients.

Certain of our subsidiaries have developed a responsible investment policy, which we are in the process of implementing throughout the Company and with each of our Advisors.

In addition, one of our subsidiaries is a signatory to the United Nations Principles for Responsible Investment (“UNPRI”), and we have appointed senior professionals to act as ESG champions.

We aim to continually improve and evolve, and plan to review our policy annually, hold regular trainings and responsible investment education sessions for our investment teams, and look for ways to enhance our systems and processes.

Responsible investment, which encompasses environmental, social and governance (“ESG”) and impact investing considerations, is important to our operating and investment philosophies.

We believe that integration of an ESG framework into both our investment process and internal operations may improve long-term, risk-adjusted returns for our clients.

Certain of our subsidiaries have developed a responsible investment policy.

In addition, two of our subsidiaries are a signatory to the United Nations Principles for Responsible Investment (“UNPRI”).

We aim to continually improve and evolve, and plan to review our policy annually.

Given our scale and position in the private markets ecosystem, we believe we are well positioned to help educate the broader investor and fund manager community on how best to integrate responsible investment considerations in their investment process and programs.

5 unchanged sentences

Our FPAUM has grown from approximately $9.9 billion as of December 31, 2018 to approximately $21.2 billion as of December 31, 2022 determined on a pro forma basis.

Organic FPAUM is calculated on a pro forma basis assuming the acquisitions of WTI, Five Points, TrueBridge, Enhanced, Bonaccord, and Hark were completed as of January 1, 2018.

Q4’22 organic FPAUM growth is the pro forma FPAUM growth from Q4’21 to Q4’22.

“PF”

refers to calculations made on a pro forma basis.

“A”

refers to calculations made on an actual basis.

Our Fees and Other Key Contractual Terms

12 unchanged sentences

We earn management and advisory fees based on a percentage of investors’

capital commitments to or, in selected cases, net invested capital in, or NAV, of our investment funds.

capital commitments to, in funds or deployed capital.

Management and advisory fees during the commitment period are charged on capital commitments and after the commitment period (or a defined anniversary of the fund’s initial closing) is reduced by a percentage of the management and advisory fees for the preceding years or charged on net invested capital or NAV, in selected cases.

17 unchanged sentences

Duration and Termination

Separate account contracts typically can be terminated by our investors for specified reasons, but specific terms vary significantly from investor to investor and certain contracts may be terminated for any reason generally with minimal, typically 5 to 90 days’

Our Competition

31 unchanged sentences

as defined in the Investment Company Act.

In addition, certain funds are not registered under the Investment Company Act because we limit such funds to 100 or fewer “accredited investors”

In addition, certain funds are not registered under the Investment Company Act because we limit such funds to 100 or fewer “persons”

as defined in the Investment Company Act.

In addition, certain WTI funds are registered under the Investment Company Act and must comply with the reporting and governance requirements of the Investment Company Act.

Compliance with the Investment Company Act can be complex and failure to comply can result in significant fines, penalties, loss to reputation and other material adverse effects on us.

ERISA-Related Regulation

51 unchanged sentences

Typically, outside counsel negotiates directly with fund managers and deal sponsors and their counsel the terms of all limited partnership agreements, subscription documents, side letters, purchase agreements and other documents relating to primary, secondary and direct co-investments.

Our compliance and legal teams review and makes recommendations regarding amendments and requests for consents presented by the fund managers from time to time.

Our compliance and legal teams review and makes recommendations regarding

amendments and requests for consents presented by the fund managers from time to time.

In addition, our compliance and legal teams work with outside counsel as we deem necessary to prepare, review and negotiate all documents relating to the formation and operation of our funds.

7 unchanged sentences

Currently, there are no material proceedings pending or, to our knowledge, threatened against us.

As of December 31, 2021, we had 180 total employees, including over 93 investment professionals.

As of December 31, 2022, we had 234 total employees, including 107 investment professionals.

We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

We lease our corporate headquarters and principal offices, which are located at 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205.

We also lease additional office space in Illinois, California, North Carolina, New York, Louisiana, Connecticut, Maryland and Wyoming.

We also lease additional office space in Illinois, California, North Carolina, New York, Louisiana, Missouri, Maryland and Colorado.

We do not own any real property.

2 unchanged sentences

The Company believes that a strong focus on human capital through the talent we hire and retain is critical to maintaining our competitiveness.

As of December 31, 2021, we have 180 full-time equivalent employees, all located in the United States.

As of December 31, 2022, we have 234 full-time equivalent employees, primarily located in the United States.

Our employees are not represented by a collective bargaining group.

5 unchanged sentences

The Company is focused on supporting our employees, and we consider talent management to be essential to the ongoing success of our business.

Our Board of Directors and Committees provide oversight of our human capital management (HCM) strategy.

Our Board of Directors and Committees provide oversight of our human capital management strategy.

Sustainability

In 2021, the Company established an Environmental, Social & Governance (ESG) working group to further align our values and drive recurring sustainable growth.

The Company’s executive leadership team and Board recognize that ESG is a strategic and operational imperative and established an internal team that is tasked with driving progress.

11 unchanged sentences

We expect each employee to follow our safety standards and protocols.

With the ongoing impact of the global COVID-19 pandemic, some of the workforce continues to successfully work from home, and with minimal business disruption.

However, most of our workforce has returned to the office.

Despite various challenges associated with the pandemic, we maintained high levels of employee engagement and delivered record financial performance in 2021.

We continue to utilize employee feedback and surveys to gather information to best serve our team members.

7 unchanged sentences

AVAILABLE INFORMATION

Our website is located at www.p10alts.com, and the Investor Relations page of our website is located at https://ir.p10alts.com/.

We are subject to the informational requirements of the Exchange Act and 29 file or furnish reports, proxy statements and other information with the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form10-Q, Current Reports on Form 8-K, proxy statements, statements of changes in beneficial ownership and amendments to those reports are available for free on the Investor Relations page of our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on the Investor Relations page of our website.

Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases as part of the Investor Relations page of our website.

Investors and others can receive notifications of new information posted on the investor Relations page of our website in real time by subscribing to email alerts.

The contents of our websites are not incorporated by reference into this Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

We maintain a website with the address https://ir.p10alts.com/.

We are not including the information contained on our website as part of, or incorporating it by reference into, this Form 10-K.

Through our website, we make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports in a timely manner after we provide them to the Securities and Exchange Commission (“SEC”).

R isk Factors.

109 unchanged sentences

Our organic growth with selective strategic acquisitions in recent years may be difficult to sustain, as it may place significant demands on our resources and employees and may increase our expenses.

We have grown organically and further evolved by adding complementary solutions and integrating these solutions into our existing offerings to generate cross-selling opportunities across our existing investor base, as demonstrated by the recent acquisitions of Hark and Bonaccord.

The substantial growth of our business has placed, and if it continues, will continue to place, significant demands on our infrastructure, our investment team and other employees, and will increase our expenses.

17 unchanged sentences

The failure of any of our acquired businesses to perform as expected after acquisition may have an adverse effect on our earnings and revenue growth.

These risks are present for our recent acquisitions, including the Hark and Bonaccord acquisitions, as well as acquisitions we may enter into in the future.

These risks are present for our recent acquisitions, including the Hark, Bonaccord, and WTI acquisitions, as well as acquisitions we may enter into in the future.

The due diligence process that we undertake in connection with investments may not reveal all facts that may be relevant in connection with an investment.

84 unchanged sentences

If the SEC were to investigate and find errors in our methodologies or procedures, we and/or members of our management could be subject to penalties and fines, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

Investors may be unwilling to commit new capital to our specialized investment vehicles or advisory accounts as a result of our decision to become a public company, which could materially and adversely affect our business, financial condition and results of operations.

Some of our investors may be concerned that as a public company we will shift our focus from the interests of our investors to those of our public stockholders.

Some of our investors may believe that we will strive for near-term profit instead of superior risk-adjusted returns for our investors over time or grow our FPAUM for the purpose of generating additional management and advisory fees without regard to whether we believe there are sufficient investment opportunities to effectively deploy the additional capital.

There can be no assurance that we will be successful in our efforts to address such concerns or to convince investors that our decision to become a public company will not affect our longstanding priorities or the way we conduct our business.

A decision by a significant number of our investors not to commit additional capital to our specialized investment vehicles or advisory accounts to cease doing business with us altogether could inhibit our ability to achieve our investment objectives and may materially and adversely affect our business, financial condition and results of operations.

Our investment management activities may involve investments in relatively illiquid assets, and we and our investors may lose some or all the amounts invested in these activities or fail to realize any profits from these activities for a considerable period of time.

2 unchanged sentences

Even if such securities are publicly traded, many of these funds may be prohibited by contract or applicable securities laws from selling such securities for a period.

Accordingly, the private markets funds in which we and our investors invest capital may not be able to sell investments when they desire and therefore may not be able to realize the full value of such

Particularly in the case of securities, such funds will generally not be able to sell these securities publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available.

9 unchanged sentences

The leveraged capital structure of such businesses increases the exposure of the funds’

portfolio companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry.

portfolio companies to

adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of such business or its industry.

If these portfolio companies default on their indebtedness, or otherwise seek or are forced to restructure their obligations or declare bankruptcy, we could lose some or all our investment and suffer reputational harm.

16 unchanged sentences

Portfolio companies in which the investment is made may make business, financial or management decisions with which we do not agree.

In addition, the

majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our interests.

In addition, the majority stakeholders or our management may take risks or otherwise act in a manner that does not serve our interests.

If any of the foregoing were to occur, the values of our investments and the investments we have made on behalf of investors could decrease and our financial condition, results of operations and cash flow could suffer as a result.

5 unchanged sentences

investments would typically be entitled to receive payment in full before distributions could be made in respect of our investors’

After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of our investors’

After repaying senior security holders, the

company may not have any remaining assets to use for repaying amounts owed in respect of our investors’

To the extent that any assets remain, holders of claims that rank equally with our investors’

22 unchanged sentences

We rely on our database to provide a highly transparent, versatile and informative platform through which investors can track, monitor and diligence portfolios.

We depend on the continuation of our relationships with the fund managers and sponsors of the underlying funds and investments to maintain current data on these investments and private

markets activity.

We depend on the continuation of our relationships with the fund managers and sponsors of the underlying funds and investments to maintain current data on these investments and private markets activity.

The termination of such relationships by a critical mass of such fund managers and sponsors or the imposition of widespread restrictions on our ability to use the data we obtain for our reporting and monitoring services could adversely affect our business, financial condition and results of operations.

3 unchanged sentences

It is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information.

A failure or interruption of our systems, including the loss of data, whether caused by fire, other natural disaster, power or telecommunications failure, service interruptions, system malfunction, computer viruses, acts of terrorism or war or otherwise, could result in a disruption of our business, liability to investors, regulatory intervention or reputational damage, and thus materially and adversely affect our business.

Although we have back-up systems in place, including back-up data storage, our back-up procedures and capabilities in the event of a failure or interruption may not be adequate.

17 unchanged sentences

If the information technology systems of our third-party service providers become subject to disruptions or security breaches, we may have insufficient recourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring.

Any interruption or deterioration in the

performance of these third parties or failures of their information systems and technology could impair the quality of the funds’

Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of the funds’

operations and could affect our reputation and hence adversely affect our business, financial condition and results of operations.

4 unchanged sentences

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against financial advisors has been increasing.

Our asset management and advisory activities may subject us to the risk of significant legal liabilities to our investors and third parties, including our investors’

Our asset management and advisory activities may subject us to the risk of significant

legal liabilities to our investors and third parties, including our investors’

stockholders or beneficiaries, under securities or other laws and regulations for materially false or misleading statements made in connection with securities and other transactions.

56 unchanged sentences

cash held with a custodian or counterparty generally will not be segregated from the custodian’s or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto.

We may not be able to fully utilize our net operating loss (“NOL”) and other tax carryforwards, including as a result of this offering and subsequent offerings, which may have the effect of devaluing significant deferred tax assets of the company.

As of December 31, 2021, we had $220 million of NOL carryforwards, a portion of which will expire each year if not used to reduce taxable income.

Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and financial condition and results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

Most recently, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance

Corporation (“FDIC”) as receiver.

Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp.

were each swept into receivership.

Although a statement by the Department of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under credit agreements, letters of credit and certain other financial instruments with SVB, Signature Bank or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder.

Access to funding sources and other credit arrangements by us, investors in our funds, and our co-investors could be significantly impaired by factors that affect the financial services industry or economy in general.

These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry.

In addition, investor concerns regarding the U.S.

or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, investors in our funds or our co-investors to acquire financing on acceptable terms or at all.

Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our financial or other obligations.

Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse impacts on our liquidity and our business, financial condition or results of operations.

We may not be able to fully utilize our net operating loss (“NOL”) and other tax carryforwards which may have the effect of devaluing significant deferred tax assets of the company.

As of December 31, 2022, we had $177 million of federal NOL carryforwards, a portion of which will expire each year if not used to reduce taxable income.

Our ability to utilize NOLs and other tax carryforwards to reduce taxable income in future years could be limited for various reasons, including if we had one or more ownership changes under Section 382 of the Internal Revenue Code of 1986 (“Section 382”), if future taxable income is insufficient to recognize the full benefit of such NOL carryforwards prior to their expiration and/or if the IRS successfully asserts that a transaction or transactions were concluded with the principal purpose of evasion or avoidance of U.S.

20 unchanged sentences

Under this agreement, ECG provides advisory services to Enhanced PC related to the assets and operations of the subsidiaries owned by Enhanced PC, which consists of the entities contributed by both ECG and ECP.

In exchange for those services, ECG receives advisory fees

from Enhanced PC based on a fixed fee schedule under which annual fees decline between $1.0 million and $4.0 million each year, totaling $76.0 million over 7 years.

In exchange for those services, ECG receives advisory fees from Enhanced PC based on a fixed fee schedule under which annual fees decline between $1.0 million and $4.0 million each year, totaling $76.0 million over 7 years.

The services contemplated under the Advisory Services Agreement did not previously generate revenues when the Permanent Capital Subsidiaries (as defined below) were owned by ECG.

36 unchanged sentences

A general economic downturn, prolonged periods of inflation, increased interest rates or a tightening of global credit markets may also reduce the commitments our investors are able to devote to alternative investments generally and make it more difficult for the funds in which we invest to obtain funding for additional investments at attractive rates, which would further reduce our profitability.

While our financial profile features a highly predicable, recurring revenue stream of virtually all management and advisory fees, earned primarily on committed capital from long-term, contractually locked up funds, our profitability may be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions.

While our financial profile features a highly predictable, recurring revenue stream of virtually all management and advisory fees, earned primarily on committed capital from long-term, contractually locked up funds, our profitability may be adversely affected by our fixed costs and the possibility that we would be unable to scale back other costs within a time frame sufficient to match any decreases in revenue relating to changes in market and economic conditions.

If our revenue declines without a commensurate reduction in our expenses, our net income will be reduced.

Accordingly, difficult market conditions could materially and adversely affect our business, financial condition and results of operations.

The COVID-19 pandemic severely disrupted the global financial markets and business climate and may adversely affect our business, financial condition and results of operations.

Beginning in March 2020, the global financial markets and business climate have been adversely affected by the global outbreak of COVID-19.

The spread of the COVID-19 pandemic throughout the world led many countries to institute a variety of measures, including stay-at-home orders, restrictions on travel, bans on public gatherings, the closing of non-essential businesses or limiting their hours of operation, and other restrictions on businesses and their operations, to contain viral spread.

These measures in turn caused reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and significant financial market volatility.

While many of the initial restrictions have been relaxed or lifted to generate more economic activity, the risk of future COVID-19 outbreaks remains, and restrictions have been and may continue to be imposed to mitigate risks to public health in jurisdictions where additional outbreaks have been detected.

Moreover, even where restrictions are and remain lifted, the

availability of viable treatment options could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period, potentially further delaying global economic recovery.

As a result, we are unable to predict the ultimate duration and adverse impact of COVID-19 on our business, financial condition and results of operations.

COVID-19 has impacted, and may further impact, our business in various ways.

Adverse effects on our business due to COVID-19 include, but are not limited to, the following:

Management fees;

Advisory fees .

A slowdown in fundraising activity could result in delayed or decreased management and advisory fees as compared to prior periods.

Additionally, changes to asset allocation policies or new laws or regulations resulting from declines in public equity markets may restrict or prohibit investors from investing in new or successor funds or funding existing commitments.

If we experience a slowdown in the pace of capital deployment, it may result in delayed or decreased management and advisory fees for those funds and accounts that pay management and advisory fees based on invested capital.

Our liquidity and cash flows may be adversely affected by declines or delays in realized management fee revenues and advisory fee revenues.

As of December 31, 2021, we had $40.9 million of cash and cash equivalents.

Investment opportunities .

While the market dislocation caused by COVID-19 may present attractive investment opportunities due to increased volatility in the financial markets, we may not be able to complete those investments, which could negatively affect our revenue, particularly for funds that pay management fees and advisory fees based on invested capital.

Investors, general partners and fund managers .

A significant portion of our business activity involves meeting with investors, general partners and fund managers to build and strengthen our relationships.

Prior to the pandemic, much of this activity was done in person.

Although we have shifted to telephone and video conferences to build and maintain our relationships, it is unclear whether this shift will have a negative impact on our ability to service our investors, connect with new investors, market our funds, source new investment opportunities and conduct due diligence on investments.

We depend on investors fulfilling their commitments when we call capital from them for those funds to consummate investments and otherwise pay their obligations when due.

Our funds’

operations and performance can be directly impacted if our investors face liquidity challenges related to the COVID-19 pandemic or otherwise and are unable to fulfill their commitments.

The ability of our employees to conduct their daily work in our offices helps to ensure a level of productivity and operational security that may not be achieved when working remotely for an extended period.

Remote working environments could strain our technology resources and introduce operational risks, including heightened cybersecurity risk, as remote working environments can be less secure and more susceptible to hacking attacks.

In addition, third-party service providers on whom we may be reliant for certain aspects of our business, including fund administration activities and cloud-based services, could be affected by an inability to perform due to adverse impacts of COVID-19.

Employee well-being .

We recognize that COVID-19 threatens our employees’

safety, well-being and morale.

If our senior management or other key personnel become ill or are otherwise unable to perform their duties for an extended period, we may experience a loss of productivity or a delay in the implementation of certain strategic plans.

We may also be exposed to the risk of litigation by our employees against us for, among other things, failure to take adequate steps to protect their safety or well-being, particularly in the event they become sick after returning to the office.

Portfolio companies .

Operational disruptions and increased volatility and disruption in the equity and credit markets caused by the COVID-19 pandemic can adversely affect the portfolio companies in which private markets funds invest and adversely affect the investment performance of our funds and advisory accounts, exposing us to increased reputational risk, potential loss of investors and potential decline in future revenue.

We believe COVID-19’s future adverse impact on our business, financial condition and results of operations will be significantly driven by a number of factors that we are unable to predict or control, including, for example:

the severity and duration of the pandemic, including the availability of a treatment for COVID-19;

the pandemic’s impact on global financial markets and business conditions;

the timing, scope and effectiveness of additional governmental responses to the pandemic;

the timing and path of economic recovery;

and the negative impact on our investors, third-party fund managers, counterparties, investee portfolio companies, vendors and other business partners that may indirectly adversely affect us.

In addition, regulatory oversight and enforcement may become more rigorous for public companies in general, and for the financial services industry in particular, as a result of the recent volatility in the financial markets.

Increased government regulation, compliance failures and changes in law or regulation could adversely affect us.

19 unchanged sentences

financial markets, and the regulatory environment in which we operate is subject to further regulation in addition to those rules already promulgated.

For example, there are a significant number of regulations that may affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd- Frank Act”).

For example, there are a significant number of regulations that may affect our business under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd- Frank Act”) and other recent SEC proposed or adopted rules.

The SEC recently proposed rules that would overhaul the regulation of the private fund industry, to significantly increase disclosure requirements and impose substantive requirements and prohibitions on fund advisory contracts, and if these rules are adopted as proposed, will increase our investment advisors’

compliance monitoring and reporting obligations, resulting in increased costs of compliance, and may require certain changes to our practices.

The SEC recently proposed rules that would significantly change how investment advisers manage and safeguard client assets by expanding the custody rule to apply to all client assets held in its advisory account, and if adopted as proposed, will introduce new challenges and costs to our investment advisory business.

In January and August 2022, the SEC proposed rules to significantly increase the amount of information required to be included in private fund reporting, and if adopted as proposed, could significantly increase compliance costs associated with our reporting requirements.

The SEC has increased its regulation of the asset management and private equity industries in recent years, focusing on the private equity industry’s fees, allocation of expenses to funds, valuation practices, allocation of fund investment opportunities, marketing and advertising, disclosures to fund investors, the allocation of broken-deal expenses and general conflicts of interest disclosures.

3 unchanged sentences

or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial markets.

The exit of the United Kingdom from the EU may subject us to new and increased regulations if we can no longer rely on “passporting”

privileges that allow U.K.

financial institutions to access the EU single market without restrictions.

We also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.

Following the exit of the United Kingdom (“UK”) from the EU we can no longer rely on “passporting”

privileges that allow issuers approved in the UK to raise capital in EU jurisdictions without restrictions.

If we intend to raise capital in any EU jurisdiction, we may become subject to new and increased regulations and we may also be adversely affected by changes in the interpretation or enforcement of existing laws and rules by EU state governmental authorities and self-regulatory organizations.

In addition, global climate change and global climate change transitions could lead to new or enhanced regulation, which may be difficult or costly to comply with, or impact assets that we invest in, which may result in realized and unrealized losses in future periods that could have a material adverse impact on our results of operations and/or financial position.

It is not possible to foresee the impacts of potential future climate regulation, or which, if any, assets, industries or markets may be materially and adversely affected by global climate change and global climate change transitions, nor is it possible to foresee the magnitude of such effects.

The SEC has recently proposed rules that would require substantial standardized climate-related disclosure, and if adopted as proposed, could increase our costs for compliance.

To the extent that one or more Advisers is a “fiduciary”

13 unchanged sentences

The failure of an Adviser to comply with the requirements of the SBA could have a material adverse effect on us.

Our separate accounts and funds are not registered under the Investment Company Act because we generally only form separate accounts for, and offer interests in our funds to, persons who we reasonably believe to be “qualified purchasers”

as defined in the Investment Company Act.

In addition, certain funds are not registered under the Investment Company Act because we limit such funds to 100 or fewer “accredited investors”

Many of our separate accounts and funds are not registered under the Investment Company Act because we generally only form separate accounts for, and offer interests in our funds to, persons who we reasonably believe to be “qualified purchasers”

as defined in the Investment Company Act.

We are subject to stringent privacy laws, information security laws, regulations, policies and contractual obligations related to data privacy and security and changes in such laws, regulations, policies and contractual obligations could adversely affect our business.

We are subject to data privacy and protection laws and regulations that apply to the collection, transmission, storage and use of personally identifying information, which among other things, impose certain requirements relating to the privacy, security and transmission of personal information.

The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business.

Failure to comply with any of these laws and regulations could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could materially and adversely affect our business, financial condition and results of operations.

There are numerous U.S.

federal and state laws and regulations relating to privacy and security of personal information.

For example, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which went into effect on January 1, 2020 and requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allow consumers to opt out of certain data sharing with third parties and provide a new cause of action for data breaches.

Additionally, California voters approved a new privacy law, the California Privacy Rights Act (“CPRA”), in the November 3, 2020 election.

Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including by expanding consumers’

rights with respect to certain sensitive personal information.

The CPRA also creates a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA.

New legislation proposed or enacted in various other states will continue to shape the data privacy environment nationally.

Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts.

In addition, all 50 U.S.

states and the District of Columbia have enacted breach notification laws that may require us to notify investors, employees or regulators in the event of unauthorized access to or disclosure of personal or confidential information experienced by us or our service providers.

These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly.

Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements.

We also may be contractually required to notify investors or other counterparties of a security breach.

Although we may have contractual protections with our service providers, any actual or perceived security breach could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

Any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such liabilities and losses,

and we may be unable to enforce any such contractual protections.

In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time.

These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards.

At the federal level, the United States Congress is also considering various proposals for data privacy and security legislation.

We are subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and security.

Additionally, the Gramm-Leach-Bliley Act of 1999 (along with its implementing regulations) restricts certain collection, processing, storage, use and disclosure of personal information, requires notice to individuals of privacy practices and provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally protected information.

These rules also impose requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

Internationally, many jurisdictions have established their own data security and privacy legal frameworks with which we may need to comply, including, but not limited to, the EU.

The EU has adopted the General Data Protection Regulation (“GDPR”), which went into effect in May 2018 and contains numerous requirements and changes from previously existing EU law, including more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies.

The GDPR requires data controllers to implement more stringent operational requirements for processors and controllers of personal data, including, for example, transparent and expanded disclosure to data subjects (in a concise, intelligible and easily accessible form) about how their personal information is to be used, imposes limitations on retention of information, introduces mandatory data breach notification requirements, and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.

The GDPR imposes strict rules on the transfer of personal data to countries outside the EU, including the United States.

For example, in 2016, the EU and United States agreed to a transfer framework for data transferred from the EU to the United States, called the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the EU.

The standard contractual clauses issued by the European Commission for the transfer of personal data may be similarly invalidated by the Court of Justice of the EU.

It remains to be seen whether these standard contractual clauses will remain available and whether additional means for lawful data transfers will become available.

Fines for noncompliance with the GDPR are significant-the greater of €20 million or 4% of global turnover.

The GDPR provides that EU member states may introduce further conditions, including limitations, to make their own further laws and regulations limiting the processing of ‘special categories of personal data,’

including personal data related to health, biometric data used for unique identification purposes and genetic information, as well as personal data related to criminal offences or convictions, which could limit our ability to collect, use and share European data, or could cause our compliance costs to increase, ultimately having an adverse impact on our business, and harm our business and financial condition.

Further, the United Kingdom’s vote in favor of exiting the EU, often referred to as Brexit, and ongoing developments in the United Kingdom have created uncertainty regarding data protection regulation in the United Kingdom.

As of January 1, 2021, and the expiry of transitional arrangements agreed to between the United Kingdom and EU, data processing in the United Kingdom is governed by a United Kingdom version of the GDPR (combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially authorizes similar fines and other potentially divergent enforcement actions for certain violations.

Pursuant to the Trade and Cooperation Agreement, which went into effect on January 1, 2021, the United Kingdom and the European Union agreed to a four month period during which the United Kingdom was treated like a European Union member state in relation to transfers of personal data between a European Union member state and the United Kingdom.

The initial four month period was extended by two further months and expired on July 1, 2021.

On June 28, 2021, the European Commission made adequacy findings regarding the United Kingdom’s data protection regime, finding that the United Kingdom’s level of data protection was “essentially equivalent”

to the level of protection within the European Union and allowing for the continued flow of personal data between the European Union member states and the United Kingdom.

The adequacy findings do not cover personal data that is transferred “for United Kingdom immigration control purposes”

and are subject to a four-year sunset provision, during which time the European Commission will monitor the situation in the United Kingdom and could repeal or change the adequacy decision.

At the end of the four-year period, the adequacy decision may be renewed if the United Kingdom continues to ensure the “essentially equivalent”

level of data protection as the European Union.

If the adequacy decision is repealed or not renewed, the United Kingdom will become an inadequate third country under the GDPR, and transfers of personal data from the European Economic Area to the United Kingdom will require a transfer mechanism, such as the standard contractual clauses.

Notwithstanding the implications for United Kingdom’s adequacy status following its separation from the European Union, there is a possibility for divergence in application, interpretation, and enforcement of the data protection laws as between the

United Kingdom and the European Union.

Other jurisdictions outside the European Union are similarly introducing or enhancing privacy and data security laws, rules, and regulations, which could increase our compliance costs and the risks associated with noncompliance.

In addition to the foregoing, a breach of privacy laws or data security laws, particularly those resulting in a significant security incident or breach involving the misappropriation, loss or other unauthorized use or disclosure of sensitive or confidential investor or employee information, could have a material adverse effect on our business, reputation and financial condition.

As a data controller, we are accountable for any third-party service providers we engage to process personal data on our behalf.

We attempt to mitigate the associated risks by performing security assessments and due diligence of our vendors and taking appropriate steps to require all such third-party providers with data access to sign agreements that accord with the requirements of the GDPR, and obligating such providers to only process data according to our instructions and to take sufficient security measures to protect such data.

There is no assurance that these contractual measures and our own privacy and security-related safeguards will protect us from all risks associated with the third-party processing, storage and transmission of such information.

It is possible that the data privacy laws to which we are subject may be interpreted and applied in a manner that is inconsistent with our practices and our efforts to comply with the evolving data protection rules may be unsuccessful.

If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business.

We must devote significant resources to understanding and complying with this changing landscape.

Failure to comply with federal, state and international laws regarding privacy and security of personal information could expose us to penalties under such laws.

Any such failure by us or our third-party processors to comply with data protection and privacy laws could result in significant government-imposed fines or orders requiring that we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement action, litigation and significant costs for remediation, any of which could adversely affect our business.

Even if we are not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which may materially and adversely affect our business, financial condition and results of operations.

In addition, certain funds are not registered under the Investment Company Act because we limit such funds to 100 or fewer "persons" as defined in the Investment Company Act.

Certain WTI funds are registered under the Investment Company Act and must comply with the reporting and governance requirements of the Investment Company Act.

Compliance with the Investment Company Act can be complex and failure to comply can result in significant fines, penalties, loss to reputation and other material adverse effects on us.

We are subject to stringent and changing obligations related to data privacy and protection.

Our actual or perceived failure to comply with such obligations could lead to regulatory investigations and actions;

fines and penalties;

disruptions to our business operations;

reputational harm;

loss of revenue and profits;

and other adverse business impacts.

We are subject to numerous data privacy and protection obligations such as various federal, state, local and foreign laws, regulations and guidance;

industry standards;

external and internal privacy notices and policies;

and other obligations that apply to the collection, transmission, storage, use and other processing of personal information by us and on our behalf.

These obligations may change, are subject to differing interpretations and may be inconsistent among relevant jurisdictions in which we operate or from which we collect personal information.

The data privacy and protection landscape continues to evolve in jurisdictions worldwide, and there has been an increasing focus on data privacy and protection issues with the potential to impact our business.

This evolution may create uncertainty in our business;

affect us or our collaborators’, service providers’, and others’

ability to operate in certain jurisdictions or to collect, store, transfer, use, share and otherwise process personal information;

necessitate the acceptance of more onerous obligations in our contracts;

cause us to modify our business operations;

result in liabilities;

or otherwise impose additional compliance costs on us.

The cost of compliance with these obligations is high and is likely to increase in the future.

Although we endeavor to comply with all applicable data privacy and protection obligations, we may at times fail to do so or may be perceived to have failed to do so.

Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel or third parties upon whom we rely fail to comply with such obligations.

For example, any failure by a service provider to comply with applicable data privacy or protection law, regulations, contractual or other obligations could result in adverse impacts against us.

If we fail, or are perceived to have failed, to address or comply with data privacy and protection obligations, we could face significant consequences.

These consequences may include, but are not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections and similar activities);

litigation (including class-related claims);

additional reporting requirements and/or oversight;

bans on processing personal information;

orders to destroy or not use personal information;

imprisonment of company officials;

public censure;

damage to our reputation;

loss of revenue and profits;

loss of goodwill;

and other adverse business impacts, any of which could materially and adversely affect our business, financial condition and results of operations.

In the United States, there are numerous U.S.

federal and state laws and regulations relating to personal information privacy and protection.

For example, at a federal level, we may be subject to the Gramm-Leach-Bliley Act (“GLBA”) that applies to financial institutions and requires regulated entities to implement and maintain certain data privacy and security safeguards.

At the state level, certain states have enacted comprehensive laws governing personal information of consumers, employees and business representatives.

For example, we may be subject to the California Consumer Privacy Act (“CCPA”), as amended.

The CCPA, similar to other state privacy laws, imposes obligations that include, but are not limited to, providing specific disclosures in privacy notices and affording residents certain rights related to their personal information.

The CCPA allows for statutory fines for noncompliance (up to $7,500 per violation) and provides that a new government agency may implement and enforce the CCPA which could increase the risk of an enforcement action.

While the CCPA and other state privacy laws (such as that of Virginia) may contain limited exceptions for financial institutions subject to, for example, the GLBA, these laws’

implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

If we are or may become subject to state data privacy laws, the risk of enforcement actions against us could increase because we may be subject to additional obligations, and the number of individuals or entities that can initiate actions against us may increase (including individuals via a private right of action and state actors).

Further, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal information than federal, foreign or other state laws, and such laws may differ from each other, which may complicate our compliance efforts.

In addition, 50 U.S.

states, the District of Columbia and certain other foreign jurisdictions have enacted data breach notification laws that may require us to notify investors, employees, regulators and others in the event of a security breach (for example, unauthorized access to or disclosure of personal information experienced by us or our service providers).

These laws may not be consistent, and compliance in the event of a widespread data breach may be difficult and costly.

We may also be contractually required or otherwise obligated to notify investors and others of a security breach.

Although we may have contractual protections against our service providers should they experience a security breach, any actual or perceived security breach could harm our reputation and brand, expose us to potential liability and require us to expend significant resources on data security as well as in responding to any such actual or perceived breach.

Any contractual protections we may have against relevant counterparties may not be sufficient to protect adequately us from any such liabilities and losses, and we may be unable to enforce any such contractual protections.

Internationally, many jurisdictions have established their own data privacy and protection legal frameworks with which we may need to comply.

For example, the European Union’s General Data Protection Regulation (“EU GDPR”) imposes strict requirements on the processing of personal information.

Under the EU GDPR, government regulators may impose temporary or definitive bans on personal information processing.

Potential monetary fines for noncompliance with the EU GDPR are significant —

up to the greater of €20 million or 4% of global turnover.

The EU GDPR provides that European Union (“EU”) member states may introduce further conditions, including limitations, to make their own further laws and regulations limiting the processing of personal information which could limit our ability to collect, use and share European personal information, or could cause our compliance costs to increase, ultimately having an adverse impact on our business, and harm our business and financial condition.

Certain jurisdictions, including the EU, UK and China, have enacted data localization laws and cross-border personal information transfer laws, which may make it more difficult to transfer personal information across jurisdictions (such as transferring or receiving personal information that originates in the EU or in other foreign jurisdictions).

Existing mechanisms that facilitate cross-border personal information transfers may change or be invalidated.

If we cannot implement and maintain valid compliance mechanisms for cross-border personal information transfers, we may face increased exposure to regulatory actions, substantial fines and injunctions against processing or transferring personal information from Europe or elsewhere.

We may have to implement different personal information processing activities to address these data localization

and cross-border personal information transfer laws.

As we expand into countries and jurisdictions outside the U.S., we may be subject to additional data privacy and protection laws and regulations that may affect how we conduct business.

Evolving laws and government regulations could adversely affect us.

23 unchanged sentences

For example, regulatory or tax reform in jurisdictions where we may be conducting business and jurisdictions in which our investors in our funds are located may increase administrative costs, increase taxes borne by our funds or our investors, or otherwise adversely affect our funds or our ability to successfully fundraise on behalf of our funds.

A prolonged environment of regulatory uncertainty may make the identification of attractive investment opportunities and the deployment of capital more

A prolonged environment of regulatory uncertainty may make the identification of attractive investment opportunities and the deployment of capital more challenging.

In addition, our ability to identify business and other risks associated with new investments depends in part on our ability to anticipate and accurately assess regulatory and other changes that may have a material effect on the businesses in which we choose to invest.

12 unchanged sentences

Any such challenge, if successful, could significantly limit our ability to utilize a portion or all our NOL carryforwards.

In addition, calculating whether an ownership change has occurred within the meaning of Section 382 is subject to inherent uncertainty, both because of the complexity of applying Section 382 and because of limitations on a publicly traded and over-the-counter traded company’s knowledge as to the ownership of, and transactions in, its securities.

the ownership of, and transactions in, its securities.

Moreover, future offerings may result in an ownership change under Section 382, as discussed above, depending on the amount of stock we issue.

20 unchanged sentences

Such changes may include (but are not limited to) the tax rate applicable to operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other passthrough entities.

For example, in August 2022, the United States enacted a 1% excise tax on stock buybacks by public companies and a 15% alternative minimum tax on adjusted financial statement income as part of the Inflation Reduction Act of 2022.

We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes could affect our financial position and overall or effective tax rates in the future, reduce after-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

5 unchanged sentences

Department of State.

The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies’

The FCPA is intended to prohibit bribery of foreign governments and their officials and political parties and requires public companies and investment advisers in the United States to keep books and records that accurately and fairly reflect those companies’

transactions.

1 unchanged sentence

Department of Commerce and the U.S.

Department of State administer and enforce various export control laws and regulations,

including economic and trade sanctions based on U.S.

foreign policy and national security goals against targeted foreign states, organizations and individuals.

Department of State administer and enforce various export control laws and regulations, including economic and trade sanctions based on U.S.

foreign policy and national security goals against targeted foreign states, organizations and

These laws and regulations relate to a few aspects of our business, including servicing existing fund investors, finding new fund investors, and sourcing new investments, as well as activities by the portfolio companies in our investment portfolio or other controlled investments.

15 unchanged sentences

Across the EU, we are subject to the European Union Alternative Investment Fund Managers Directive (“AIFMD”), under which we are subject to regulatory requirements regarding, among other things, registration for marketing activities, the structure of remuneration for certain of our personnel and reporting obligations.

Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management,

liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements.

Individual member states of the EU have imposed additional requirements that may include internal arrangements with respect to risk management, liquidity risks, asset valuations, and the establishment and security of depository and custodial requirements.

Because some EEA countries have not yet incorporated the AIFMD into their agreement with the EU, we may undertake marketing activities and provide services in those EEA countries only in compliance with applicable local laws.

10 unchanged sentences

In addition, institutional investors may decide to not commit capital to future fundraises as a result of their assessment of our approach to and consideration of the ESG cost of investments made by us.

To the extent our access to capital from such investors is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely affect our revenues.

the extent our access to capital from such investors is impaired, we may not be able to maintain or increase the size of our funds or raise sufficient capital for new funds, which may adversely affect our revenues.

The effect of global climate change may impact the operations of our products’

50 unchanged sentences

We intend to conduct our operations so that P10 will not be deemed to be an investment company under the Investment Company Act.

However, if anything were to happen that would cause P10

to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among the Advisors, the general partners, the funds, us or our senior leadership team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

However, if anything were to happen that would cause P10 to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among the Advisors, the general partners, the funds, us or our senior leadership team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

The protective provision contained in our Amended and Restated Certificate of Incorporation, which is intended to help preserve the value of certain income tax assets, primarily tax net operating loss carryforwards, may have unintended negative effects.

6 unchanged sentences

federal income tax rules).

Any direct or indirect transfer attempted in violation of the Protective Provision will be void as of the date of the prohibited transfer as to the purported transferee.

Any direct or indirect transfer

attempted in violation of the Protective Provision will be void as of the date of the prohibited transfer as to the purported transferee.

The Protective Provision also requires any person attempting to become a holder of 4.99% or more of our common stock to seek the approval of our Board.

12 unchanged sentences

These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and such persons.

could materially adversely affect our business, financial condition, or results of operations and result in a diversion of the time and resources of our management and board of directors.

It is possible that a court may find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, in which case we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, or results of operations and result in a diversion of the time and resources of our management and board of directors.

General Risk Factors

Our management has historically operated our business as a privately owned company.

Our management team has historically operated our business as a privately owned company.

Compliance with public company requirements place significant additional demands on our management and requires us to enhance our public investor relations, legal, financial and tax reporting, internal audit, compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and corporate communications functions.

These additional efforts may strain our resources and divert management’s attention from other business concerns, which could adversely affect our business and profitability.

The COVID-19 pandemic severely disrupted the global financial markets and business climate and may adversely affect our business, financial condition and results of operations.

Beginning in March 2020, the global financial markets and business climate have been adversely affected by the global outbreak of COVID-19.

The spread of the COVID-19 pandemic throughout the world led many countries to institute a variety of measures, including stay-at-home orders, restrictions on travel, bans on public gatherings, the closing of nonessential businesses or limiting their hours of operation, and other restrictions on businesses and their operations, to contain viral spread.

Moreover, even where restrictions are and remain lifted, the availability of viable treatment options could lead people to continue to self-isolate and not participate in the economy at prepandemic levels for a prolonged period, potentially further delaying global economic recovery.

As a result, we are unable to predict the ultimate duration and adverse impact of COVID-19 on our business, financial condition and results of operations.

COVID-19 has impacted, and may further impact, our business in various ways.

We believe COVID-19’s future adverse impact on our business, financial condition and results of operations will be

significantly driven by a number of factors that we are unable to predict or control, including, for example:

the severity and duration of the pandemic, including the availability of a treatment for COVID-19;

the pandemic’s impact on global financial markets and business conditions;

the timing, scope and effectiveness of additional governmental responses to the pandemic;

the timing and path of economic recovery;

and the negative impact on our investors, third-party fund managers, counterparties, investee portfolio companies, vendors and other business partners that may indirectly adversely affect us.

Fulfilling our public company financial reporting and other regulatory obligations is expensive and time consuming.

5 unchanged sentences

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming.

These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance.

36 unchanged sentences

Our dual class structure may result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences.

For example, certain index providers have announced restrictions on including companies with dual or multiple class share structures in certain of their indexes.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500.

These changes exclude companies with multiple classes of shares of common stock from being added to these indices.

For example, certain index providers restrict inclusion of companies with dual or multiple class share structures in certain of their indexes, including the S&P 500.

In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures.

20 unchanged sentences

establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;

require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent, except that action by written consent will be allowed for as long as we are a controlled company;

specify that special meetings of our stockholders can be called only by our board of directors, chief executive officer(s), or the chairman of our board of directors;

6 unchanged sentences

stockholder, in particular those owning 15% or more of our outstanding voting stock, for a period of three years following the date on which the stockholder became an “interested”

While we have elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that the Sunset Holders, their affiliates, groups that include the Sunset Holders and certain of their direct and indirect transferees will not be deemed to be “interested stockholders,”

While we have elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, our amended and restated certificate of incorporation contains provisions that have similar effects as Section 203 of the DGCL, except that they provide that the Sunset Holders, their affiliates, groups that include the Sunset Holders and certain of their direct and indirect transferees will not be deemed to be “interested stockholders,”

regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business