RPC 8-K
Ridgepost Capital, Inc. (RPC)
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading |
|
Name of each exchange on which |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On December 19, 2024, P10, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Controlled Company Agreement, dated as of October 20, 2021, by and among the Company and the stockholders of the Company party thereto (as amended, the “Controlled Company Agreement”). The Amendment amends the Controlled Company Agreement to, among other things: (i) remove each of 210/P10 Acquisition Partners, LLC, Souder Family LLC and Michael Feinglass as a Restricted Stockholder (as defined in the Controlled Company Agreement) thereunder, and (ii) remove the board nomination and other rights of 210/P10 Acquisition Partners, LLC.
In connection with its entry into the Amendment, 210/P10 Acquisition Partners, LLC delivered to the Company an irrevocable instruction to convert all shares of Class B Common Stock of the Company held by it into shares of Class A Common Stock of the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which has been filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
Exhibit No. |
Description |
10.1 |
Amendment No. 2 to Controlled Company Agreement, dated as of December 19, 2024, by and among P10, Inc. and the parties listed on the signature pages thereto. |
104 |
Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
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: |
December 26, 2024 |
By: |
/s/ Amanda Coussens |
|
|
|
Amanda Coussens |
AMENDMENT NO. 2 TO
CONTROLLED COMPANY AGREEMENT
This AMENDMENT NO. 2 TO CONTROLLED COMPANY AGREEMENT (the “Amendment”) is dated as of December 19, 2024 (the “Effective Date”) by and among the parties listed on the signature pages hereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Controlled Company Agreement dated as of October 20, 2021 (as amended by Amendment No. 1 to Controlled Company Agreement, dated as of May 16, 2023, the “Controlled Company Agreement”).
WHEREAS, the Issuer and Stockholders entered into the Controlled Company Agreement to govern certain of their rights, duties and obligations with respect to their ownership of Shares after consummation of the Restructuring.
WHEREAS, each of 210/P10 Acquisition Partners, LLC, Souder Family LLC and Michael Feinglass is a Restricted Stockholder and desires to be released from the rights, duties and obligations under the Controlled Company Agreement as a Restricted Stockholder.
WHEREAS, pursuant to Section 4.1 of the Controlled Company Agreement, each of the parties to the Controlled Company Agreement are entering into this Amendment to amend the Controlled Company Agreement to, among other things, remove (a) board nomination and other rights of 210/P10 Acquisition Partners, LLC and (b) each of 210/P10 Acquisition Partners, LLC, Souder Family LLC and Michael Feinglass as a Restricted Stockholder on and after the Effective Date.
WHEREAS, in connection with its entry into this Amendment, 210/P10 Acquisition Partners, LLC has delivered to the Issuer an irrevocable instruction to convert all shares of Class B Common Stock held by it into shares of Class A Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged the parties mutually agree as follows:
“(a) if to the Issuer, to:
P10, Inc.
4514 Cole Avenue, Suite 1600
1
Dallas, Texas 75205
Attention: Chief Executive Officer
with a copy (which shall not constitute written notice) to:
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Attention: Todd E. Lenson
Email: [email protected]
”
[Remainder of page left intentionally blank]
2
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.
ISSUER:
P10, INC.
By: /s/ Amanda Coussens
Name: Amanda Coussens
Title: Chief Financial Officer
[Signature Page to Amendment No. 2 to Controlled Company Agreement]
210/P10 ACQUISITION PARTNERS, LLC
By: 210 Capital, LLC
Its: Sole Member
By: Covenant RHA Partners, L.P.
Its: Member
By: /s/ Robert Alpert
Name: Robert Alpert
Title: Authorized Signatory
By: CCW/LAW Holdings, LLC
Its: Member
By: /s/ C. Clark Webb
Name: C. Clark Webb
Title: Authorized Signatory
Souder Family LLC
By: /s/ William F. Souder
Name: William F. Souder
Title: Trustee
Michael Feinglass
/s/ Michael Feinglass
Michael Feinglass
[Signature Page to Amendment No. 2 to Controlled Company Agreement]
RCP Stockholders:
/s/ David McCoy
David McCoy
/s/ Alexander Abell
Alexander Abell
/s/Andrew Nelson
Andrew Nelson
/s/ Nell Blatherwick
Nell Blatherwick
Thomas P. Danis, Jr. Revocable Living Trust dated March 10, 2003, as amended
By: /s/ Thomas P. Danis, Jr.
Name: Thomas P. Danis, Jr.
Title: Trustee
Charles K. Huebner Trust dated January 16, 2001
By: /s/ Charles K. Huebner
Name: Charles K. Huebner
Title: Trustee
Jon I. Madorsky Revocable Trust dated December 1, 2008
By: /s/ Jon I. Madorsky
Name: Jon I. Madorsky
Title: Trustee
[Signature Page to Amendment No. 2 to Controlled Company Agreement]
TrueBridge Stockholders:
TrueBridge Colonial Fund, u/a dated 11/15/2015
By: /s/ Edwin Poston
Name: Edwin Poston
Title: GP
Mel Williams Irrevocable Trust u/a/d August 12, 2015
By: Alliance Trust Company, its Trustee
By: /s/ Mel A. Williams
Name: Mel Williams
Title: Manager
TrueBridge Ascent LLC
By: /s/ Edwin Poston
Name: Edwin Poston
Title: General Partner
MAW Management Co.
By: /s/ Mel A. Williams
Name: Mel A. Williams
Title: Manager
[Signature Page to Amendment No. 2 to Controlled Company Agreement]