Ridgepost Capital, Inc 8-K, filed Nov 22, 2021
Ridgepost Capital, Inc. (RPC)
About this 8-K
Ridgepost Capital, Inc filed this 8-K on November 22, 2021, reporting on events of November 18, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously reported, P10, Inc. (the “Company”), entered into an underwriting agreement, dated as of October 20, 2021 (the “Underwriting Agreement”), with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters (the “Underwriters”), pursuant to which the Company and certain selling stockholders agreed to sell to the Underwriters 20,000,000 shares of the Company’s Class A common stock (“Common Stock”) in connection with the Company’s previously announced offering (the “Offering”), at a price of $12.00 per share, less underwriting discounts and commissions. The Underwriting Agreement granted the Underwriters an over-allotment option (the “Over-Allotment Option”) for a period of 30 days to purchase up to an additional 3,000,000 shares of Common Stock from certain selling stockholders of the Company.
On November 18, 2021, the Underwriters exercised the Over-Allotment Option in full to purchase 3,000,000 shares of Common Stock at $12.00 per share, less underwriting discounts and commissions (the “Over-Allotment Exercise”) from the selling stockholders. The Company did not receive any proceeds from the sale of Common Stock pursuant to the Over-Allotment Exercise.
The Offering was made pursuant to the Company’s effective registration statement on Form S-1 (Registration Statement No. File No. 333-259823), filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2021. The Offering was described in the Company’s final prospectus dated October 20, 2021.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares nor shall there be any offer, solicitation or sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of P10, Inc., dated November 19, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| P10, INC. | ||||||
| Date: November 22, 2021 | By: | /s/ Amanda Coussens | ||||
| Amanda Coussens | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
PRESS RELEASE
P10 Announces Full Exercise of Underwriters’
Overallotment Option to Purchase Additional Shares
DALLAS, Texas – November 19, 2021 (GLOBE NEWSWIRE) – P10, Inc. (NYSE: PX), a leading private markets solutions provider, today announced that the underwriters of its previously announced public offering have 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 are being sold by certain stockholders of P10 and P10 will not receive any proceeds from the sale.
A registration statement on Form S-1 relating to the offering was declared effective by the Securities and Exchange Commission on October 20, 2021. Copies of the final prospectus related to the offering may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at barclaysprospectus@broadridge.com or by telephone at 1-888-603-5847.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About P10
P10 is a leading multi-asset class private markets solutions provider in the alternative asset management industry. P10’s mission is to provide its investors differentiated access to a broad set of investment solutions that address their diverse investment needs within private markets. As of September 30, 2021, P10 has a global investor base of over 2,400 investors across 46 states, 29 countries and six continents, which includes some of the world’s largest pension funds, endowments, foundations, corporate pensions and financial institutions. Visit www.p10alts.com.
Ownership Limitations
P10’s Certificate of Incorporation contains certain provisions for the protection of tax benefits relating to P10’s net operating losses. Such provisions generally void transfers of shares that would result in the creation of a new 4.99% shareholder or result in an existing 4.99% shareholder acquiring additional shares of P10.
P10 Press and Investor Contact:
info@p10alts.com