DALLAS, July 13, 2020 (GLOBE NEWSWIRE) -- P10 Holdings, Inc. (OTC: PIOE, also referred to as “P10” or the “Company”) today announced that it is changing its status as a shell company. Per P10’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2017, the Company was considered a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Effective October 5, 2017, P10 ceased to be a shell company. The following provides the reasons P10 believes it is no longer a shell company.
Rule 12b-2 of the Exchange Act defines a shell company as a company that has (1) no or nominal operations; and, (2) either, (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
On October 5, 2017, the Company closed on the acquisition of RCP Advisors 2, LLC and entered into a purchase agreement to acquire RCP Advisors 3, LLC. On January 3, 2018, the Company closed on the acquisition of RCP Advisors 3, LLC. As a result of these acquisitions, the Company became a leading provider of investment advisory services to private equity funds of funds, secondary funds and co-investment funds. A review of the Company’s audited annual report for the years ended December 31, 2017 and 2018 (filed and disclosed on the OTC Marketplace) shows the Company generated $4.3 million and $33.1 in revenue, respectively, during those periods. A majority of the Company’s revenues are locked up management fees with an average life of ten years providing the Company and investors with many years of forward visibility. With little to no capital expenditures along with high margins, the Company is able to reinvest heavily in the business. The same financials reflect operating expenses of $4.8 million and $26.1 million for the years ended December 31, 2017 and 2018, respectively. As of December 31, 2018, the Company reported total assets of $183.9 million, of which $8.2 million consisted of cash and cash equivalents. The Company’s financial statements are consistent with an operating business.
The Company continues to expand its product offering within the asset management space and on April 1, 2020, the Company closed on the acquisition of Five Points Capital. With the latest acquisition, the Company has expanded its reach in the private equity space as well as adding private credit to its solutions offering.
Based on the business conducted by the Company since October 2017, the Company believes it ceased being a shell company as of October 5, 2017 and has remained a non-shell company since such date.
I, Robert H. Alpert, hereby certifies the following:
1. I have reviewed this Supplemental Information Disclosure Statement of P10 Holdings, Inc.
2. Based on my knowledge, this Supplemental Information Disclosure Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the information covered by this Supplemental Information Disclosure Statement.
3. Based on my knowledge, the financial information included or incorporated by reference in this Supplemental Information Disclosure Statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this Supplemental Disclosure Statement.
Dated: July 13, 2020
Robert H. Alpert
Chairman and Co-CEO
About P10 Holdings
P10 Holdings is an alternative asset management investment firm located in Dallas, Texas. The firm’s purpose is to create long-term value for P10 Holdings shareholders by providing superior risk-adjusted returns to its Limited Partners through private equity funds-of-funds, secondary funds, and co-investment funds, as well as private credit solutions provided by its subsidiaries, RCP Advisors (www.rcpadvisors.com) and Five Points Capital (www.fivepointscapital.com). The firm intends to provide additional investment vehicles in other areas of alternative asset management where it believes superior returns can be generated for its Limited Partners, which, over time, should generate value for P10 Holdings shareholders. Additionally, P10 Holdings will continue to pursue plans to monetize its patents. P10 Holdings is focused on long-term value creation in opportunities where it sees significant potential for sustainable profit growth.
For more information, visit www.p10holdings.com. P10 Holdings stock trades on the OTC Pink Market, which is operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. P10 Holdings stock trades under the symbol “PIOE.”
Information in this release is for informational purposes only and is not to be construed as an offer to sell or the solicitation of an offer to buy any security.
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Source: P10 Holdings