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 Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
Not Applicable
(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 pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None. | None. | None. |
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 3.02. | Unregistered Sales of Equity Securities. |
As of June 1, 2025, VistaOne, L.P. (the “Fund”) sold unregistered limited partnership units (the “Units”) for aggregate consideration of approximately $77.8 million.
The following table provides details on the Units sold to third-party investors by the Fund:
| Class |
Number of Units Sold(1,2) | Aggregate Consideration(2) |
||||||
| Class A-B |
524,648 | $ | 13,940,000 | |||||
| Class A-I |
1,490,592 | $ | 39,638,557 | |||||
| Class A-S |
906,845 | $ | 24,081,000 | |||||
The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), including Regulation D and Regulation S thereunder. Units presented above were sold to third-party investors, including through VistaOne (TE), L.P., a Delaware limited partnership for certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors.
As of June 1, 2025, as part of this private offering, the Fund also offered and sold 3,710(2) Class E Units of the Fund to an employee of Vista Equity Partners Management, LLC for aggregate consideration of $100,000.
| (1) | The number of Units sold by the Fund was finalized on June 30, 2025, following the calculation of the Fund’s transactional net asset value (“Transactional NAV”) as of May 31, 2025 on June 27, 2025. Refer to Item 8.01 below for information on the Fund’s Transactional NAV. |
| (2) | Unit and dollar amounts are rounded to the nearest whole number. |
| Item 8.01. | Other Events. |
Transactional Net Asset Value
The Transactional NAV per Unit for each class of the Fund as of May 31, 2025, is as follows:
| Class of Units | Transactional NAV per Unit |
|||
| Class A-B |
$ | 26.57 | ||
| Class A-D |
$ | 26.58 | ||
| Class A-I |
$ | 26.59 | ||
| Class A-S |
$ | 26.55 | ||
| Class E |
$ | 26.95 | ||
As of May 31, 2025, no Class B, Class D, Class I, Class S or Class V Units were outstanding.
The Fund calculates Transactional NAV for purposes of establishing the price at which subscriptions and repurchases of the Fund’s Units are made. The Fund will also post the Transactional NAV per Unit on its website at https://pws.vistaequitypartners.com, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.
For additional information, please refer to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Transactional Net Asset Value as of May 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| VistaOne, L.P. | ||||||
| Date: June 30, 2025 | By: | /s/ Rohan Ranadive | ||||
| Name: | Rohan Ranadive | |||||
| Title: | Chief Financial Officer | |||||
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