September 10, 2021

VIA EDGAR AND ELECTRONIC MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Re: Supplemental Response

P10, Inc.

Amendment No. 2 to

Draft Registration Statement on Form S-1

Submitted May 13, 2021

CIK No. 0001841968

This letter sets forth the supplemental response of P10, Inc., a Delaware corporation (the “Company”), in response to a request by the staff of the Division of Corporation Finance (the “Staff”) for additional information responsive to Comment No. 1 in the comment letter, dated June 23, 2021, of the Staff with respect to the draft Amendment No. 2 to Registration Statement on Form S-1, CIK No. 0001841968, submitted confidentially to the Securities and Exchange Commission on May 13, 2021. In order to facilitate your review, we have reproduced Comment No. 1 in its entirety, with the Company’s supplemental response set out below the comment.

September 10, 2021

Page 2

Comment 1

1. We note your response to comment 11 and your disclosure on page 71 that the 67%-33% economic ownership split was based on the relative fair market values of the assets contributed by each of ECG and ECP, as determined by management. Please tell us why you used the fair market value of gross assets as the basis for the economic ownership and how you considered whether using net assets is more appropriate noting that the information provided in response 10 shows ECG contributed net liabilities with a carrying value of $0.6 million and ECP contributed net assets with a carrying value of $20.6 million.

September 10, 2021

Page 3

Supplemental Response:

											ECG
	ECP contributed							ECG contributed			Balance Sheet
	to Enhanced PC		ECP					to Enhanced PC			Changes			ECG
	December 14,		Fair Value			ECP		December 14,			December 14-31,			Fair Value			ECG
	2020		Adjustments			Fair Value		2020			2021			Adjustments			Fair Value
Assets
Cash and cash equivalents	$	6,584,577	$	—		$	6,584,577	$	1,011,055		$	10,927,936		$	—		$	11,938,991
Restricted cash		—		—			—		1,216,640			—			—			1,216,640
Due from Related Party		—		—			—		—			35,143			—			35,143
Accounts receivable		—		—			—		—			—			—			—
Interest Receivable		330,045		—			330,045		3,116,086			315,364			(2,916,755	)(1)		514,695
Prepaid management fees		—		—			—		—			—			—			—
Credit Enhancement Fee		101,520		(101,520	)(2)		—		687,270			(13,589	)		(673,681	)(2)		—
State NMTC notes receivable		—		—			—		13,187,738			—			12,649,262	(3)		25,837,000
Investments (at fair value)		24,825,521		—			24,825,521		56,560,086			—			12,860,302	(4)		69,420,388
Investment in Sub		—		—			—		—			—			—			—
Investment in Unconsolidated Sub		1,406,323		—			1,406,323		534			—			—			534
Investment in allocable state tax credits		—		—			—		—			—			—			—
Payment Undertaking Agreement		17,252,997		(17,252,997	)(5)		—		—			19,862			—	(5)		19,862
Other assets		—		—			—		—			—			—			—
Earned premium tax credits		41,303,735		(41,303,735	)(6)		—		—			334,655			(334,655	)(6)		—
Deferred premium tax credits		—		—			—		—			44,670,666			(44,670,666	)(7)		—
Goodwill		—		—			—		—			5,995,081			(5,995,081	)(8)		—
Identifiable Intanglible Assets		—		—			—		—			—			—			—
Debt Issuance Costs		332,991		(332,991	)		—		210,562			—			(210,562	)		—
Total assets	$	92,137,709	$	(58,991,243	)	$	33,146,466	$	75,989,971		$	62,285,118		$	(29,291,836	)	$	108,983,253
Liabilities and equity
Accrued Interest Payable	$	1,131,764	$	(1,131,764	)	$	—	$	2,000,058		$	573,691		$	(1,173,226	)		1,400,523
Accrued Expenses		67,428		—			67,428		72,919			100,000			—			172,919
Current Tax—FIN 48		—		—			—		—			—			—			—
Unearned Management Fees		—		—			—		—			—			—			—
Due to Related Party		—		—			—		125,000			—			—			125,000
State tax credit deposits		—		—			—		—			—			—			—
Revolving credit facility state tax credits, net		—		—			—		—			—			—			—
Tax credit notes payable		65,668,078		(65,668,078	)(9)		—		27,499,531			(472,246	)		(27,027,285	)(9)		—
State program notes payable		—		—			—		34,590,803			(27,662,110	)		71,307	(10)		7,000,000
Investment firm notes payable		—		—			—		—			38,521,215			1,478,785	(10)		40,000,000
Redemption notes payable		—		—			—		—			—			—			—
Accrued Profits Interests		4,677,775		—			4,677,775		—			3,327,000			—			3,327,000
Unearned Premium Tax Credits		—		—			—		9,318,333			—			(9,318,333	)(9)		—
Deferred Tax Liability		—		—			—		—			—			—			—
State program obligation		—		—			—		3,012,448			—			(3,012,448	)(4)		—
Total liabilities	$	71,545,045	$	(66,799,842	)	$	4,745,203	$	76,619,092		$	14,387,550		$	(38,981,200	)	$	52,025,442
Equity
Member’s equity		20,222,300		7,808,599			28,030,899		(6,633,209	)		47,897,568			9,689,364			50,953,723
Minority Interest		370,364		—			370,364		6,004,088			—			—			6,004,088
Total equity		20,592,664		7,808,599			28,401,263		(629,121	)		47,897,568			9,689,364			56,957,811
Total liabilities and member’s equity	$	92,137,709	$	(58,991,243	)	$	33,146,466	$	75,989,971		$	62,285,118		$	(29,291,836	)	$	108,983,253
									ECP & ECG Ownership Split at FV
		ECP Net Assets at FV (Total Equity)				$	28,401,263		33.3	%
		ECG Net Assets at FV (Total Equity)					56,957,811		66.7	%
		Total				$	85,359,074

Adjustment Notes:

(1) Remove interest receivable associated with UT and NV NMTC receivables that is captured in the state NMTC notes receivable to avoid double counting

(2) Remove deferred charge for credit enhancement fee prepaid

(3) Adjust to future realizable value of UT & NV assets flowing through the note structure

(4) Remove Jobs for Texas assets that are attributable to the TX Dept of Agriculture & add TN, PA and RI projects per Sale & Purchase Agreement

(5) Remove PUA used to defease tax credit debt and associated accrued interest

(6) Remove tax credits used to defease tax credit debt and associated accrued interest

(7) Remove Intangible recorded in business combination (offsets tax credits)

(8) Remove Intangible recorded in business combination for Goodwill

(9) Remove tax credit notes defeased through use of PUA & tax credits by Investors

(10) Remove unamortized debt issuance costs to state at Face Value of the obligation

The Company would appreciate receiving any further questions or comments that the Staff may have regarding this letter at the Staff’s earliest convenience and hope, that the Staff is satisfied with the response to the Staff’s request for supplemental information. If you have any questions regarding the contents of this letter, please do not hesitate to contact me at the above number.

Sincerely,

/s/ Adam W. Finerman

Adam W. Finerman