Business Context and Reporting Period
This Form 8-K was filed by Foresight Acquisition Corp. on November 15, 2021. Although the request identifies P3 Health Partners Inc., the filing text identifies Foresight Acquisition Corp., a special purpose acquisition company (SPAC). The filing addresses accounting corrections for periods beginning with the February 12, 2021 audited balance sheet and including the quarters ended March 31 and June 30, 2021.
Key Financial and Accounting Matters
- Management re-evaluated the accounting for redeemable Class A common stock issued in the February 2021 initial public offering under ASC 480-10-S99-3A.
- All public shares are to be classified as temporary equity rather than partially as permanent equity.
- The filing states that the restatement is not expected to affect cash or amounts held in the IPO trust account.
- The filing does not provide revenue, profit, cash-flow, margin, debt, liquidity, or other operating-performance metrics.
Material Changes Versus Prior Periods
The audit committee concluded that previously issued financial statements should no longer be relied upon and must be restated. The affected reports are the February 12, 2021 audited balance sheet, the March 31, 2021 interim financial statements, and the June 30, 2021 interim financial statements. The Company intended to describe the restatement in its Form 10-Q for the quarter ended September 30, 2021.
Guidance, Risks, Contingencies, and Unusual Items
- As of September 30, 2021, disclosure controls and procedures were determined to be ineffective.
- The identified material weakness involved analyzing complex financial instruments, including warrant liability accounting and the classification of redeemable Class A common stock as temporary equity.
- Management stated that a remediation plan would be described in greater detail in the third-quarter Form 10-Q.
- The filing does not provide financial guidance or an operating outlook.
Investor Verification Items
- Verify the identity of the registrant, because the filing is for Foresight Acquisition Corp., not P3 Health Partners Inc.
- Review the subsequent Form 10-Q to confirm the restated balance sheets, equity classifications, and any related warrant-accounting adjustments.
- Assess the impact of the restatement on share redemption calculations, net tangible assets, and the proposed business combination.
- Review management’s remediation disclosures and whether the material weakness was subsequently resolved.
- Confirm that cash and trust-account balances were unchanged, as stated in the filing.