Foresight Acquisition Corp. (NASDAQ: FORE) (“Foresight”) announced
that its Special Meeting of Foresight’s stockholders (the “Special
Meeting”) relating to the proposed business combination (the
“Business Combination”) with P3 Health Partners (“P3”) that was
initially convened at 9:00 a.m. Central Time on November 18, 2021
and adjourned to today, was reconvened today at 7:00 a.m. Central
Time and further adjourned until 7:00 a.m. Central Time on December
3, 2021.
As anticipated, the Special Meeting was further
adjourned to provide Foresight and P3 additional time to file a
proxy supplement to the definitive proxy statement that was filed
with the Securities and Exchange Commission (“SEC”) on October 28,
2021 (the “Proxy Statement”) and mailed to Foresight’s
stockholders, and to provide Foresight’s stockholders additional
time to review and consider the information to be set forth in such
proxy supplement. The proxy supplement will contain revised
Unaudited Pro Forma Financial Statements reflecting changes related
to the previously disclosed determination that the Business
Combination should be accounted for as a business combination using
the acquisition method of accounting rather than as a reverse
recapitalization as currently provided for in the Unaudited Pro
Forma Financial Statements contained in the Proxy Statement. As
previously disclosed, these changes will have no impact on the
historical financial statements of P3 or Foresight that were
included in the Proxy Statement. Foresight expects to file the
proxy supplement on or about Monday, November 29, 2021.
No changes have been made to the record date, the
location of the meeting or the proposals to be voted on at the
Special Meeting, which are presented in the Proxy Statement filed
with the SEC on October 28, 2021. The re-convened meeting will be
held virtually at https://www.cstproxy.com/foresightacq/2021. Only
the holders of Foresight’s common stock as of the close of business
on October 8, 2021, the record date for the Special Meeting, are
entitled to vote at the Special Meeting.
If you have already submitted your proxy, you do
not need to take any action unless you wish to change your vote.
You retain the power to revoke your proxy or change your vote at
any time before it is voted at the Special Meeting on December 3,
2021. Only the most recent proxy vote will be counted and all
others will be discarded regardless of the method of voting. If a
broker or other nominee holds your stock on your behalf, you must
contact your broker, bank or other nominee to change your vote. As
a result of the adjournment, Foresight stockholders will be able to
continue to change their redemption election on or prior to 5:00
p.m. Eastern Time on Wednesday, December 1, 2021.
If the proposals at the Special Meeting are
approved, Foresight anticipates that the Business Combination will
close as promptly as practicable after the Special Meeting, subject
to the satisfaction or waiver (as applicable) of all other closing
conditions.
About Foresight Acquisition
Corp.
Foresight is a special purpose acquisition company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, visit foresightacq.com.
About P3 Health Partners
P3 is a patient-centered
and physician-led population health management company.
Founded and led by physicians, P3 is a team of doctors, clinicians
and support service professionals with a shared passion for
delivering value-based care. We leverage our deeply integrated and
capital efficient care model, data and technology, physician
leadership and community outreach tools to create enhanced patient
outcomes and experiences, greater satisfaction for providers and
caregivers and lower care costs. For more information,
visit p3hp.org.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the expected
changes to the pro forma financial information in the Proxy
Statement, estimates and forecasts of financial and performance
metrics and expectations and timing related to potential benefits,
terms and timing of the transaction. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of P3’s and Foresight’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of P3 and Foresight. These forward-looking
statements are subject to a number of risks and uncertainties,
including risks relating to the uncertainty of the estimates
related to the expected pro forma financial information; changes in
domestic and foreign business, market, financial, political and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
stockholders of Foresight or P3 is not obtained; failure to realize
the anticipated benefits of the proposed business combination;
risks relating to the uncertainty of the projected financial
information with respect to P3; future global, regional or local
economic and market conditions; the development, effects and
enforcement of laws and regulations; P3’s ability to manage future
growth; P3’s ability to develop new products and solutions, bring
them to market in a timely manner, and make enhancements to its
platform; the effects of competition on P3’s future business; the
amount of redemption requests made by Foresight’s public
stockholders; the ability of Foresight or the combined company to
issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries; and those factors discussed in
Foresight’s Annual Report on Form 10-K for the year ended
December 31, 2020 and filed with the SEC on April 6, 2021
(the “Annual Report”) under the heading “Risk Factors,” in the
Proxy Statement under the heading “Risk Factors” and other
documents of Foresight filed, or to be filed, with the SEC. If any
of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that neither P3 nor Foresight presently know or that P3 and
Foresight currently believe are not material that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect P3’s and Foresight’s expectations, plans or forecasts of
future events and views as of the date of this press release. P3
and Foresight anticipate that subsequent events and developments
will cause P3’s and Foresight’s assessments to change. However,
while P3 and Foresight may elect to update these forward-looking
statements at some point in the future, P3 and Foresight
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing P3’s and Foresight’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information About the Proposed
Business Combination and Where to Find It
The proposed business combination will be
submitted to stockholders of Foresight for their consideration.
Foresight has filed a definitive Proxy Statement with the SEC to be
distributed to Foresight’s stockholders in connection with
Foresight’s solicitation for proxies for the vote by Foresight’s
stockholders in connection with the proposed business combination
and other matters as described in the Proxy Statement. Foresight
has mailed the Proxy Statement and other relevant documents to its
stockholders as of the record date established for voting on the
proposed Business Combination. Foresight’s stockholders and other
interested persons are advised to read the Proxy Statement in
connection with Foresight’s solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things,
the proposed Business Combination, because these documents contain
important information about Foresight, P3 and the proposed Business
Combination. Stockholders may also obtain a copy of the Proxy
Statement, as well as other documents filed with the SEC regarding
the proposed business combination and other documents filed with
the SEC by Foresight, without charge, at the SEC’s website located
at www.sec.gov or by directing a request to Gateway Investor
Relations, (949) 574-3860, FORE@gatewayir.com.
Participants in the
Solicitation
Foresight, P3 and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Foresight’s stockholders in
connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Foresight’s stockholders in
connection with the proposed business combination are set forth in
Foresight’s Proxy Statement that has been filed with the SEC. You
can find more information about Foresight’s directors and executive
officers in Foresight’s Annual Report. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests are included in
the Proxy Statement. Stockholders, potential investors and other
interested persons should read the Proxy Statement carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
Contacts
Kelley Waynert, Senior Manager, Strategic
Communications P3 Health Partners KWaynert@p3hp.org
Investor Relations
Cody Slach, Alex Kovtun Gateway Group
(949) 574-3860 FORE@gatewayir.com
Public Relations
Jordan Schmidt Gateway Group (949) 574-3860
FORE@gatewayir.com
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