UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 2220, 2016

P10 Industries, Inc.
(Exact name of registrant as specified in its charter)



Delaware	000-30939	74-2961657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2128 W. Braker Lane, BK 12

Austin, Texas 78758
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(512) 836-6464

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 (see General Instruction A.2. below):

[ ]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))

~~Section 5— Corporate Governance and Management~~1

~~Item~~Section ~~5.02~~4— ~~Departure~~Matters ofRelated ~~Directors~~to orAccountants ~~Certain~~and ~~Officers;~~Financial ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Statements

~~On November 22, 2016, T~~Item 4.01 ~~Patrick~~Changes Kelly resigned as a member of the Board of Directors of P10 Industries, Inc. (the “Company”), including as a member of the various committees of the Company’s Board of Directors on which he served. Mr. Kelley’s resignation was not because of his disagreement with the Company, known to ~~an executive officer of the Company, on any matter relating to the Company~~Registrant’s ~~operations,~~Certifying ~~policies or practices~~Accountant.

OnResignation ~~November 23, 2016, Steven Sams resigned as a member~~ of ~~the~~Grant ~~Board~~Thornton of Directors of P10 Industries, Inc. (the “Company”), including as a member of the various committees of the Company’s Board of Directors on which he served. Mr. Sam’s resignation was not because of his disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.LLP

On ~~November~~December 2520, 2016, ~~each~~Grant ofThornton ~~James~~LLP E.(“Grant J.Thornton”) ~~deVenny III and Peter Gross~~ resigned as ~~a member of~~ the ~~Company’s~~independent ~~Board~~registered ofpublic ~~Directors,~~accounting ~~including~~firm asfor aP10 ~~member~~Industries, ~~of the respective committees of the Company’s Board of Directors on which they served~~Inc. ~~The~~ ~~resignations~~(formerly ofActive ~~Messrs. deVenny and Gross were not because of any of their disagreement with the Company~~Power, ~~known to an executive officer of the Company~~Inc.), ona ~~any~~Delaware ~~matter~~corporation ~~relating to~~ (the “Company~~’s operations, policies or practices~~”).

OnGrant ~~November~~Thornton 28reported on the Company’s financial statements for each of the years ended December 31, ~~2016.~~2014 ~~Robert~~and S2015. These ~~Greenberg~~reports ~~resigned~~did asnot acontain ~~member~~any ofadverse ~~the~~opinion ~~Company’s~~or ~~Board~~disclaimer of ~~Directors~~opinion, ~~including~~nor were they qualified or modified as ato ~~member~~uncertainty, ofaudit ~~the~~scope, ~~respective~~or ~~committees~~accounting ofprinciples. During the ~~Company’s~~two ~~Board~~most ofrecent ~~Directors~~fiscal onyears ~~which~~and hethrough ~~served. The~~December ~~resignations~~20, of2016, ~~Mr.~~there ~~Greenberg~~were ~~was~~no ~~not~~disagreements ~~because~~(as defined in Item 304 of Regulation S-K) with Grant Thornton on any matter of ~~their~~accounting ~~disagreement~~principles ~~with~~or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~Company~~satisfaction of Grant Thornton, ~~known~~would have caused it to anmake ~~executive~~a ~~officer~~reference to the subject matter of the ~~Company,~~disagreement onin ~~any~~connection ~~matter~~with ~~relating~~its toreports. Further, during the ~~Company~~period of Grant Thornton’s ~~operations~~retention, ~~policies~~there orwere ~~practices~~no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Section 7—~~The ~~Regulation~~Company FDprovided Grant Thornton with a copy of the foregoing disclosures prior to filing this Current Report on Form 8-K. A letter from Grant Thornton addressed to the Securities and Exchange Commission stating that Grant Thornton agrees with such disclosures is included as Exhibit 16.1 to this Current Report on Form 8-K.

~~Item 7.01~~Engagement ~~Regulation~~of FDPMB ~~Disclosure~~Helin Donovan, LLP

~~Reference~~On isDecember ~~made~~22, to2016, the ~~disclosures~~Company ~~provided~~appointed inPMB ~~response~~Helin toDonovan, ~~Item~~LLP ~~5.02~~(“PMB”), ofan ~~this~~independent ~~Form~~registered ~~8-K~~public accounting firm which is registered with, ~~respect~~and togoverned by the ~~resignations~~rules of, ~~Messrs~~the Public Company Accounting Oversight Board, as its independent registered public accounting firm. During ~~Kelly~~the two most recent fiscal years, ~~Sams~~and through December 22, ~~deVenny~~2016, ~~Gross~~neither ~~and~~the ~~Greenberg~~Company nor anyone on its behalf consulted with PMB regarding either (1) the application of accounting principles to a specified transaction regarding the Company, ~~which~~either ~~disclosures~~completed ~~are~~or ~~incorporated~~proposed, ~~herein~~or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by ~~this~~the ~~reference~~Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits


(d)	Exhibits



Exhibit No.	Description
16.1	Letter, dated December 21, 2016, from Grant Thornton LLP to the Securities and Exchange Commission.

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 Industries, Inc.

By: /s/James A. Powers

Name: James A. Powers

Title: Chief Financial Officer and Vice President of Finance

Dated: ~~November~~December 2827, 2016

EXHIBIT INDEX



16.1	Letter, dated December 21, 2016, from Grant Thornton LLP to the Securities and Exchange Commission.

Filing Compare · P10 Industries, Inc.