P3 Investor Presentation May 2021 Who: People with Passion and Purpose What: Dedicated to Transforming Healthcare for Patients, Providers, and Payors How: Patient-Centric, Physician-Led, and Population Health Management Focused Foresight Acquisition Corp. Is Led By A World Class Management Team With Deep Operational And Investing Expertise | --- | --- | --- | --- | |-------------------------------------------|--------------------------------------------------------------------------------------------------- ...

Part I [Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section presents Foresight Acquisition Corp.'s unaudited condensed consolidated financial statements, along with management's discussion and analysis, market risk disclosures, and controls and procedures [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Foresight Acquisition Corp.'s unaudited condensed consolidated financial statements, detailing its SPAC formation, IPO, financial restatement, and proposed business combination [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2021, the company reported $316.3 million in its Trust Account, $10.6 million in total liabilities, and a $10.2 million stockholders' deficit, primarily due to warrant liabilities and redeemable Class A common stock Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2021 (USD) | Dec 31, 2020 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $97,290 | $179,512 | | Cash and securities held in Trust Account | $316,264,504 | $0 | | **Total Assets** | **$316,617,754** | **$394,960** | | **Liabilities & Equity** | | | | Warrant liabilities | $10,216,242 | $0 | | Total Liabilities | $10,606,594 | $372,246 | | Class A common stock subject to possible redemption | $316,250,000 | $0 | | Total Stockholders' Equity (Deficit) | $(10,238,840) | $22,714 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended September 30, 2021, the company reported a net income of $4.85 million, driven by warrant liability fair value changes, while the nine-month period saw a net loss of $0.85 million Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Sep 30, 2021 (USD) | Nine Months Ended Sep 30, 2021 (USD) | | :--- | :--- | :--- | | General and administrative expenses | $(669,547) | $(1,791,292) | | Change in fair value of warrant liabilities | $5,516,175 | $922,550 | | **Net Income (Loss)** | **$4,850,707** | **$(854,214)** | | Basic and diluted net income (loss) per share | $0.12 | $(0.02) | [Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the nine months ended September 30, 2021, the company used $1.44 million in operating cash, invested $316.25 million into the Trust Account, and generated $317.6 million from financing activities - Key cash flow activities for the nine months ended September 30, 2021 include: - **Operating:** Net cash used of **$1.44 million** - **Investing:** **$316.25 million** invested into the Trust Account - **Financing:** **$317.6 million** net cash provided, mainly from the IPO and private placement proceeds[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's SPAC nature, its February 2021 IPO, the restatement of prior financials to reclassify redeemable stock, and the definitive merger agreement with P3 Health Group Holdings, LLC - The company is a special purpose acquisition company (SPAC) formed to effect a business combination, completing its Initial Public Offering on February 12, 2021, and placing **$316.25 million** of proceeds into a trust account[24](index=24&type=chunk)[28](index=28&type=chunk)[31](index=31&type=chunk) - The company identified errors in its historical financial statements, revising them to reclassify all public shares as temporary equity, which did not impact total assets, liabilities, or net income, but affected equity classification[47](index=47&type=chunk)[48](index=48&type=chunk) - On May 25, 2021, the company entered into a definitive merger agreement with P3 Health Group Holdings, LLC, valued at approximately **$2.126 billion**, consisting of cash and equity, resulting in an "Up-C" structure[110](index=110&type=chunk)[112](index=112&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank-check company, its proposed business combination with P3 Health Group Holdings, LLC, and financial results primarily driven by non-cash changes in warrant liabilities - The company is a blank check company formed for the purpose of effectuating a business combination and has not generated any operating revenues to date[137](index=137&type=chunk)[142](index=142&type=chunk) - A definitive agreement for a business combination with P3 Health Group Holdings, LLC was signed on May 25, 2021[139](index=139&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | Q3 2021 | $4,850,707 | Positive change in fair value of warrant liabilities ($5.5M) | | Nine Months 2021 | $(854,214) | Operational costs ($1.8M) offset by positive change in fair value of warrant liabilities ($0.9M) | - As of September 30, 2021, the company had **$97,290** in cash outside the trust account and access to working capital loans from its sponsor to fund operations prior to a business combination[36](index=36&type=chunk)[152](index=152&type=chunk) - The MD&A has been restated to reflect the reclassification of Class A common stock subject to possible redemption to temporary equity, correcting a historical valuation error[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company has minimal market or interest rate risk, as IPO proceeds in the Trust Account are invested in short-term U.S. government obligations or money market funds - The company has minimal exposure to market and interest rate risk as funds in the Trust Account are held in short-term U.S. government securities or money market funds[164](index=164&type=chunk) [Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2021, due to a material weakness in accounting for complex financial instruments, with remediation plans underway - Disclosure controls and procedures were determined to be ineffective as of September 30, 2021[166](index=166&type=chunk) - A material weakness was identified in internal control over financial reporting concerning the accounting for complex financial instruments[166](index=166&type=chunk)[167](index=167&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with personnel and third-party professionals[167](index=167&type=chunk) Part II [Other Information](index=36&type=section&id=Part%20II.%20Other%20Information) This section covers legal proceedings, risk factors, unregistered sales of equity securities, defaults, mine safety disclosures, and exhibits [Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[169](index=169&type=chunk) [Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section highlights a material change to risk factors, specifically the identified material weakness in internal control over financial reporting, which could impact investor confidence and lead to litigation - A material weakness in internal control over financial reporting has been identified, which could prevent the company from accurately reporting financial results in a timely manner[170](index=170&type=chunk)[171](index=171&type=chunk) - The identified material weakness could lead to a loss of investor confidence, a decline in stock price, and potential litigation[172](index=172&type=chunk)[173](index=173&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the February 12, 2021 IPO, which generated $316.25 million in gross proceeds, with the same amount placed into the trust account - The IPO on February 12, 2021, generated gross proceeds of **$316,250,000**[174](index=174&type=chunk) - Of the gross proceeds, **$316,250,000** was placed in the company's trust account[175](index=175&type=chunk) - Total underwriting discounts and offering costs amounted to **$6,827,967**[176](index=176&type=chunk) [Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[177](index=177&type=chunk) [Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None reported[177](index=177&type=chunk) [Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[177](index=177&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL interactive data files[178](index=178&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40033 FORESIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2992794 (State or oth ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 For the transition period from to Commission file number: 001-40033 FORESIGHT ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2992794 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 233 ...

[PART I](index=3&type=section&id=PART%20I) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the Annual Report contains forward-looking statements subject to risks and uncertainties, which could cause actual results to differ materially, and the company disclaims any obligation to update them unless legally required - Forward-looking statements are based on current expectations, but actual results may vary materially due to risks and uncertainties[12](index=12&type=chunk)[13](index=13&type=chunk) - Key areas of forward-looking statements include the ability to select and complete a business combination, performance of target businesses, retention of key personnel, potential conflicts of interest, additional financing, market liquidity, and financial performance[14](index=14&type=chunk) [ITEM 1. BUSINESS](index=4&type=section&id=ITEM%201.%20BUSINESS) Foresight Acquisition Corp. is a blank check company targeting technology-enabled consumer and consumer healthcare industries for a business combination, leveraging its management and sponsor network for deal sourcing and value creation - Foresight Acquisition Corp. is a blank check company aiming for a business combination in technology-enabled consumer and consumer healthcare industries[15](index=15&type=chunk) IPO and Private Placement Details | Event | Date | Units/Shares | Price per Unit/Share | Gross Proceeds | | :---- | :--- | :----------- | :------------------- | :------------- | | IPO Consummation | Feb 12, 2021 | 31,625,000 units | $10.00 | $316,250,000 | | Private Placement | Feb 12, 2021 | 832,500 units | $10.00 | $8,325,000 | | Total in Trust Account | Feb 12, 2021 | N/A | N/A | $316,250,000 | - The company's units began trading on Nasdaq under "FOREU" on February 10, 2021, with separate trading for common stock ("FORE") and warrants ("FOREW") expected around April 2, 2021[20](index=20&type=chunk) [General](index=4&type=section&id=ITEM%201.%20BUSINESS%20-%20General) Foresight Acquisition Corp. is a Delaware blank check company focused on technology-enabled consumer and consumer healthcare industries, having completed its IPO in February 2021 and placed $316.25 million in a trust account - The company is a blank check company focused on technology-enabled consumer and consumer healthcare industries for its initial business combination[15](index=15&type=chunk) IPO and Trust Account Funding | Item | Amount | Date | | :--- | :----- | :--- | | IPO Gross Proceeds | $316,250,000 | Feb 12, 2021 | | Private Placement Gross Proceeds | $8,325,000 | Feb 12, 2021 | | Total in Trust Account | $316,250,000 | Feb 12, 2021 | - Funds in the trust account are invested in U.S. government treasury bills or money market funds and will be released upon business combination or redemption by February 12, 2023[18](index=18&type=chunk) [Our Sponsor](index=4&type=section&id=ITEM%201.%20BUSINESS%20-%20Our%20Sponsor) Foresight is led by Greg Wasson, Mike Balkin, and Karl Brewer, leveraging Mr. Wasson's family office, Wasson Enterprise, for investment identification, diligence, and operational support - Foresight is led by Greg Wasson (Chairman), Mike Balkin (CEO), and Karl Brewer, leveraging Mr. Wasson's family office, Wasson Enterprise, for deal sourcing and operational support[20](index=20&type=chunk)[22](index=22&type=chunk) - The sponsor team comprises former public company C-suite executives and private equity leaders, providing strategic, operational, and financial expertise to identify and execute business combinations and drive future value[23](index=23&type=chunk) [Our Team](index=5&type=section&id=ITEM%201.%20BUSINESS%20-%20Our%20Team) The company's team consists of experienced C-level operators, managers, and investors, including Greg Wasson, Michael Balkin, and Gerald Muizelaar, bringing extensive networks and operational expertise to identify and merge with attractive target companies - The team is composed of experienced C-level operators, managers, and investors with vast networks and synergistic experience in large company leadership, M&A, and institutional public markets investing[24](index=24&type=chunk) - Key executives include Greg Wasson (Chairman, former CEO of Walgreens), Michael Balkin (CEO, former Co-Manager of William Blair Small Cap Growth Fund), and Gerald Muizelaar (CFO, former VP of Finance for Wasson Enterprise and Amazon North American Finance Manager)[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) - Board members Brian Gamache, Robert Zimmerman, and John Svoboda bring executive experience from WMS Industries, Walgreens, and Svoboda Capital Partners, respectively[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) [Our Core Operating Principles](index=9&type=section&id=ITEM%201.%20BUSINESS%20-%20Our%20Core%20Operating%20Principles) Foresight's core operating principles focus on cultivating long-term, sustainable stockholder value by partnering with management teams, leveraging extensive experience, strategic vision, financial acumen, and a deep network - Core principles include a long-term approach, hands-on mentality, extensive investing experience, strategic vision for inorganic growth, strong financial acumen, and a deep global network[43](index=43&type=chunk)[46](index=46&type=chunk) [Our Industry Focus](index=9&type=section&id=ITEM%201.%20BUSINESS%20-%20Our%20Industry%20Focus) The company's strategy is to identify and complete a business combination with a target in the technology-enabled consumer or consumer healthcare industries, which are poised for strong, sustained long-term growth with an expected enterprise valuation greater than $1 billion - The company focuses on technology-enabled consumer and consumer healthcare industries, which are poised for strong, sustained, long-term growth due to market disruption[44](index=44&type=chunk) - Target businesses are expected to have an enterprise valuation greater than **$1 billion**, with potential for additional capital deployment through strategic M&A[44](index=44&type=chunk) [Investment Criteria](index=10&type=section&id=ITEM%201.%20BUSINESS%20-%20Investment%20Criteria) Foresight evaluates prospective target businesses based on specific criteria, including an enterprise value greater than $1 billion, a long-term growth outlook, sustainable profit margins, a healthy balance sheet, a defensible market position, a strong management team, and opportunities for sponsor value-add - Investment criteria include target businesses with an enterprise value >**$1 billion**, long-term growth, sustainable profit margins, healthy balance sheet, defensible market position, strong management, and potential for sponsor value-add[47](index=47&type=chunk)[51](index=51&type=chunk) [Sources of Target Businesses](index=10&type=section&id=ITEM%201.%20BUSINESS%20-%20Sources%20of%20Target%20Businesses) Potential business combination targets are sourced through the sponsor team's extensive operating and transaction experience and broad network, as well as from private equity, venture capital, family offices, and corporate divestitures - Target businesses are sourced through the sponsor team's extensive network and experience, as well as from private equity, venture capital, family offices, and corporate divestitures[48](index=48&type=chunk) [Our Acquisition Process](index=10&type=section&id=ITEM%201.%20BUSINESS%20-%20Our%20Acquisition%20Process) The acquisition process involves comprehensive due diligence, including meetings, document reviews, interviews, facility inspections, and financial analysis, potentially utilizing consultants to evaluate targets' risk and return profiles - The acquisition process involves comprehensive due diligence, including meetings, document reviews, interviews, facility inspections, and financial analysis[50](index=50&type=chunk)[52](index=52&type=chunk) - The company may utilize consultants or experts to evaluate potential targets and identify their risk and return profiles[52](index=52&type=chunk) [Initial Business Combination](index=11&type=section&id=ITEM%201.%20BUSINESS%20-%20Initial%20Business%20Combination) Nasdaq rules require the initial business combination to involve target businesses with an aggregate fair market value of at least 80% of the trust account assets, with the company aiming for 100% acquisition but accepting 50% or more voting securities, and requiring an independent fairness opinion for affiliated transactions - Nasdaq rules require the initial business combination target(s) to have an aggregate fair market value of at least **80%** of the trust account assets[55](index=55&type=chunk)[57](index=57&type=chunk) - The company aims to acquire **100%** of the target but will complete a business combination if it acquires **50%** or more of voting securities or a controlling interest[56](index=56&type=chunk) - Affiliated transactions require an opinion from an independent investment banking or valuation firm regarding fairness from a financial point of view[53](index=53&type=chunk)[55](index=55&type=chunk) [Status as a Public Company](index=12&type=section&id=ITEM%201.%20BUSINESS%20-%20Status%20as%20a%20Public%20Company) The company's public status offers target businesses a more certain and cost-effective path to public markets, providing greater capital access, enhanced management incentives, and an improved public profile post-combination, while operating as an "emerging growth company" and "smaller reporting company" with reduced disclosure obligations - Being a public company offers target businesses an alternative to traditional IPOs, providing a more certain and cost-effective path to public markets[60](index=60&type=chunk) - Post-combination, the target business benefits from greater capital access, management incentives, and an augmented public profile[61](index=61&type=chunk) - The company is an "emerging growth company" and "smaller reporting company," allowing for reduced disclosure obligations[62](index=62&type=chunk)[63](index=63&type=chunk) [Financial Position](index=13&type=section&id=ITEM%201.%20BUSINESS%20-%20Financial%20Position) With approximately $305.2 million available for a business combination after a marketing fee, the company offers flexibility in deal structuring using cash, debt, or equity, but there is no assurance of securing third-party financing if needed Funds Available for Business Combination | Item | Amount | | :--- | :----- | | Funds available (initially) | ~**$305.2 million** | | Marketing Fee | **$11,068,750** | - The company has flexibility to use cash, debt, or equity to tailor consideration for target businesses, but there is no assurance of securing third-party financing[65](index=65&type=chunk) [Effecting our Initial Business Combination](index=13&type=section&id=ITEM%201.%20BUSINESS%20-%20Effecting%20our%20Initial%20Business%20Combination) The company plans to fund its initial business combination using cash from its IPO and private placement, capital stock, debt, or a combination, with remaining trust account cash used for general corporate purposes, and additional funds potentially raised through private offerings - The initial business combination will be funded using cash from IPO/private placement, capital stock, debt, or a combination[66](index=66&type=chunk) - Remaining cash from the trust account can be used for general corporate purposes, including operations, debt repayment, or further acquisitions[67](index=67&type=chunk) - Additional funds may be raised through private offerings of equity or debt securities or loans[68](index=68&type=chunk) [Selection of a target business and structuring of our initial business combination](index=13&type=section&id=ITEM%201.%20BUSINESS%20-%20Selection%20of%20a%20target%20business%20and%20structuring%20of%20our%20initial%20business%20combination) Nasdaq rules mandate that the target business's fair market value must be at least 80% of the trust account's net assets, with the board determining fair market value or obtaining an independent opinion, and the company acquiring at least 50% of voting securities or a controlling interest - Nasdaq rules require the target business's fair market value to be at least **80%** of the trust account's net assets[70](index=70&type=chunk) - Fair market value will be determined by the board or an independent firm; the company will acquire at least **50%** of voting securities or a controlling interest[70](index=70&type=chunk)[72](index=72&type=chunk) - Due diligence will be thorough, covering financial, operational, and legal aspects, but cannot guarantee identification of all risks, especially with financially unstable or early-stage targets[73](index=73&type=chunk)[74](index=74&type=chunk) [Lack of business diversification](index=14&type=section&id=ITEM%201.%20BUSINESS%20-%20Lack%20of%20business%20diversification) The company's post-business combination success may depend entirely on a single business or limited products/services, exposing it to numerous economic, competitive, and regulatory risks - Post-combination success may depend entirely on a single business or limited products/services, leading to lack of diversification[76](index=76&type=chunk)[77](index=77&type=chunk)[78](index=78&type=chunk) - This lack of diversification exposes the company to numerous economic, competitive, and regulatory risks[77](index=77&type=chunk) [Limited ability to evaluate the target's management team](index=15&type=section&id=ITEM%201.%20BUSINESS%20-%20Limited%20ability%20to%20evaluate%20the%20target%27s%20management%20team) The company's ability to assess a prospective target business's management may be limited, and their assessment might prove incorrect, with future management potentially lacking public company experience and the role of current management post-combination being uncertain - Assessment of target management may be limited, and their public company experience might be insufficient[79](index=79&type=chunk) - The future role of the company's management team post-combination is uncertain, and recruiting additional managers may be required[79](index=79&type=chunk)[81](index=81&type=chunk) [Stockholders may not have the ability to approve our initial business combination](index=15&type=section&id=ITEM%201.%20BUSINESS%20-%20Stockholders%20may%20not%20have%20the%20ability%20to%20approve%20our%20initial%20business%20combination) The company may conduct redemptions without a stockholder vote unless legally or exchange-rule required, or if chosen for business reasons, with approval typically needed for transactions involving the issuance of 20% or more of outstanding common stock or voting power, or if certain related parties have a significant interest in the target - Stockholder approval for the initial business combination may not be sought unless required by law or stock exchange rules, or for business reasons[82](index=82&type=chunk)[83](index=83&type=chunk) - Stockholder approval is typically required if the company issues shares equal to or exceeding **20%** of outstanding common stock/voting power, or if certain related parties have a **1%** (directors/officers) or **5%** (substantial security holders) interest in the target[84](index=84&type=chunk) [Permitted purchases and other transactions with respect to our securities](index=16&type=section&id=ITEM%201.%20BUSINESS%20-%20Permitted%20purchases%20and%20other%20transactions%20with%20respect%20to%20our%20securities) If stockholder approval is sought, sponsors, directors, officers, advisors, or their affiliates may purchase public shares or warrants in private or open market transactions to influence the vote, reduce outstanding warrants, or help meet closing conditions, potentially enabling a business combination that might otherwise fail - Sponsors, directors, officers, advisors, or affiliates may purchase public shares or warrants in private or open market transactions to influence votes, reduce outstanding warrants, or meet closing conditions[85](index=85&type=chunk)[89](index=89&type=chunk) - Such purchases are not funded by the trust account and are subject to securities laws, including restrictions on material non-public information and Regulation M[86](index=86&type=chunk)[92](index=92&type=chunk) [Redemption rights for public stockholders upon completion of our initial business combination](index=17&type=section&id=ITEM%201.%20BUSINESS%20-%20Redemption%20rights%20for%20public%20stockholders%20upon%20completion%20of%20our%20initial%20business%20combination) Public stockholders have the right to redeem all or a portion of their Class A common stock upon completion of the initial business combination at a per-share price equal to the pro rata amount in the trust account, while warrants do not have redemption rights, and initial stockholders waive their redemption rights for founder and private placement shares - Public stockholders can redeem shares for cash at a per-share price from the trust account upon business combination completion[93](index=93&type=chunk) Redemption Details | Item | Description | | :--- | :---------- | | Redemption Price | Pro rata amount in trust account (initially **$10.00**/share + interest net of taxes) | | Redemption Rights | Only for Class A common stock; none for warrants | | Waiver | Initial stockholders, officers, and directors waive rights for founder and private placement shares | [Manner of conducting redemptions](index=18&type=section&id=ITEM%201.%20BUSINESS%20-%20Manner%20of%20conducting%20redemptions) Redemptions can be conducted either in connection with a stockholder meeting or via a tender offer, with the company deciding the method, and will not proceed if net tangible assets fall below $5,000,001 or a higher amount required by the business combination agreement - Redemptions can occur via a stockholder meeting or a tender offer, with the company determining the method[95](index=95&type=chunk) - Redemptions will not proceed if net tangible assets fall below **$5,000,001** or a higher amount specified in the business combination agreement[97](index=97&type=chunk)[104](index=104&type=chunk) [Limitation on redemption upon completion of our initial business combination if we seek stockholder approval](index=19&type=section&id=ITEM%201.%20BUSINESS%20-%20Limitation%20on%20redemption%20upon%20completion%20of%20our%20initial%20business%20combination%20if%20we%20seek%20stockholder%20approval) If stockholder approval is sought and redemptions are not conducted via tender offer rules, public stockholders are restricted from redeeming more than an aggregate of 15% of the shares sold in the IPO ("Excess Shares") without prior consent, aiming to prevent large stockholders from blocking a business combination - Public stockholders are restricted from redeeming more than **15%** of IPO shares ("Excess Shares") without consent if stockholder approval is sought and redemptions are not via tender offer rules[105](index=105&type=chunk) - This restriction aims to prevent a small group of stockholders from blocking a business combination, particularly when minimum net worth or cash conditions exist[105](index=105&type=chunk)[106](index=106&type=chunk) [Tendering stock certificates in connection with a tender of er or redemption rights](index=20&type=section&id=ITEM%201.%20BUSINESS%20-%20Tendering%20stock%20certificates%20in%20connection%20with%20a%20tender%20of%20er%20or%20redemption%20rights) Public stockholders exercising redemption rights may be required to tender their certificates to the transfer agent prior to the specified date in tender offer or proxy materials, ensuring the redemption election is irrevocable once the business combination is approved - Public stockholders exercising redemption rights may need to tender certificates (physically or electronically) prior to the specified date in tender offer or proxy materials[107](index=107&type=chunk) - This requirement ensures a redeeming holder's election is irrevocable once the business combination is approved, unlike some past blank check company procedures[109](index=109&type=chunk) [Redemption of public shares and liquidation if no initial business combination](index=21&type=section&id=ITEM%201.%20BUSINESS%20-%20Redemption%20of%20public%20shares%20and%20liquidation%20if%20no%20initial%20business%20combination) If the company fails to complete an initial business combination by February 12, 2023, it will cease operations, redeem public shares at a per-share price from the trust account (including interest net of taxes and dissolution expenses up to $100,000), and then dissolve and liquidate, with warrants expiring worthless and initial stockholders waiving liquidation rights for founder and private placement shares - If no business combination by **February 12, 2023**, the company will cease operations, redeem public shares, and liquidate[114](index=114&type=chunk) - Public shares will be redeemed at a per-share price from the trust account (including interest net of taxes and up to **$100,000** for dissolution expenses); warrants will expire worthless[114](index=114&type=chunk) - Initial stockholders waive liquidation rights for founder and private placement shares, but not for any public shares they hold[115](index=115&type=chunk) [Amended and Restated Certificate of Incorporation](index=25&type=section&id=ITEM%201.%20BUSINESS%20-%20Amended%20and%20Restated%20Certificate%20of%20Incorporation) The amended and restated certificate of incorporation outlines pre-business combination activities, including stockholder approval or tender offers, minimum net tangible assets of $5,000,001, and mandatory liquidation if no combination by February 12, 2023, while restricting additional capital stock issuance that would entitle holders to trust account funds or voting rights on the business combination, with amendments requiring majority approval of outstanding common stock - The certificate outlines requirements for the initial business combination, including stockholder approval or tender offer, minimum net tangible assets (**$5,000,001**), and liquidation if no combination by **February 12, 2023**[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - It restricts issuing additional capital stock that would grant rights to trust account funds or voting on the business combination[133](index=133&type=chunk) - Amendments to these provisions require approval from a majority of outstanding common stock[133](index=133&type=chunk) [Competition](index=26&type=section&id=ITEM%201.%20BUSINESS%20-%20Competition) The company faces intense competition from various entities, including private investors and other blank check companies, for acquisition targets, with many competitors possessing greater resources and local industry knowledge, potentially disadvantaging the company, especially for sizable targets - The company faces intense competition from private investors, other blank check companies, and domestic/international entities for acquisition targets[136](index=136&type=chunk) - Competitors often have greater resources and local industry knowledge, placing the company at a disadvantage, especially for sizable targets[137](index=137&type=chunk) - Potential public stockholder redemptions and warrant dilution may further reduce available resources and negatively impact attractiveness to target businesses[137](index=137&type=chunk) [Employees](index=26&type=section&id=ITEM%201.%20BUSINESS%20-%20Employees) The company currently has two officers and no full-time employees prior to completing its initial business combination, with management team members intending to dedicate necessary time to company affairs until the business combination is finalized - The company has **two** officers and no full-time employees before the business combination[138](index=138&type=chunk) - Management is not obligated to specific hours but will devote necessary time to company affairs until the business combination is completed[139](index=139&type=chunk) [Periodic Reporting and Financial Information](index=27&type=section&id=ITEM%201.%20BUSINESS%20-%20Periodic%20Reporting%20and%20Financial%20Information) The company has Exchange Act reporting obligations, including filing audited financial statements with the SEC, and must provide stockholders with GAAP-prepared financial statements of prospective target businesses, which may limit acquisition candidates, while also being required to evaluate internal control procedures under Sarbanes-Oxley - The company has Exchange Act reporting obligations, including filing audited financial statements with the SEC[140](index=140&type=chunk) - Target business financial statements must be provided to stockholders, likely prepared under GAAP, which may limit acquisition candidates[141](index=141&type=chunk) - The company must evaluate internal control procedures under Sarbanes-Oxley, which may increase time and costs for acquisitions if target companies are not compliant[142](index=142&type=chunk) [RISKS FACTORS SUMMARY](index=28&type=section&id=RISKS%20FACTORS%20SUMMARY) This section provides a high-level overview of significant investment risks, including the company's lack of operating history, potential delays in trust account distributions, limited stockholder voting rights, dilution, third-party claims reducing redemption value, and challenges in completing a business combination - Investment in company securities involves high risk, potentially leading to loss of investment[145](index=145&type=chunk) - Key risks include lack of operating history, delays in trust account distributions, limited stockholder voting, dilution, third-party claims, negative interest rates, failure to enforce sponsor indemnification, warrant exercise limitations, and conflicts of interest[146](index=146&type=chunk) [ITEM 1A. RISK FACTORS](index=29&type=section&id=ITEM%201A.%20RISK%20FACTORS) This comprehensive section details various risks that could materially and adversely affect the company's business, financial condition, and operating results, potentially leading to a decline in security prices, categorized into those related to the business, its securities, operations, corporate structure, the search for a business combination, organizational documents, and general risks - The section details risks that could materially adversely affect the company's business, financial condition, and operating results, potentially causing a decline in security prices[148](index=148&type=chunk) - Risks are categorized into those related to the business, securities, operations, corporate structure, business combination search, organizational documents, and general risks[148](index=148&type=chunk) [Risks Related to Our Business](index=29&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Business) Risks include the company's lack of operating history and revenues, making it difficult to evaluate its ability to achieve its business objective, with past performance of the management team not indicative of future success, and the February 12, 2023 deadline for a business combination potentially giving targets leverage and limiting due diligence time - The company has no operating history or revenues, making it difficult to evaluate its ability to complete a business combination[149](index=149&type=chunk)[150](index=150&type=chunk) - Past performance of the management team is not indicative of future success, and they lack prior SPAC operating experience[151](index=151&type=chunk) - Public stockholders may not vote on the business combination, and redemption rights could deter targets or hinder capital structure optimization[153](index=153&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk) - The **February 12, 2023** deadline for a business combination may give targets leverage and limit due diligence, potentially leading to unfavorable terms or liquidation[160](index=160&type=chunk)[162](index=162&type=chunk) [Risks Related to Our Securities](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Securities) Risks related to the company's securities include potential Nasdaq delisting, exemption from SEC Rule 419, loss of redemption rights for "Excess Shares" for stockholders holding over 15% of Class A common stock if stockholder approval is sought, and intense competition and insufficient funds outside the trust account hindering deal completion, potentially leading to liquidation and worthless warrants - Nasdaq delisting could limit trading, reduce liquidity, and subject the company to "penny stock" rules[170](index=170&type=chunk)[171](index=171&type=chunk) - Exemption from SEC Rule 419 means investors lack certain protections afforded to blank check companies[173](index=173&type=chunk) - Stockholders holding over **15%** of Class A common stock may lose redemption rights for "Excess Shares" if stockholder approval is sought[174](index=174&type=chunk) - Intense competition and insufficient funds outside the trust account could impede business combination completion, potentially resulting in liquidation and worthless warrants[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Risks Related to Our Operations](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Operations) The company faces risks such as being deemed an investment company under the Investment Company Act, which would impose burdensome compliance requirements and restrict activities, and changes in laws or regulations or non-compliance could adversely affect the business, while stockholders may be liable for third-party claims upon redemption if the company does not comply with Delaware dissolution procedures, and bankruptcy filings could subject trust account proceeds to creditor claims, potentially reducing the per-share redemption amount - Being deemed an investment company under the Investment Company Act would impose burdensome compliance and restrict activities[190](index=190&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - Changes in laws/regulations or non-compliance could adversely affect business and operations[194](index=194&type=chunk) - Stockholders may be liable for third-party claims upon redemption if the company does not comply with Delaware dissolution procedures[195](index=195&type=chunk)[197](index=197&type=chunk) - Bankruptcy filings could subject trust account proceeds to creditor claims, potentially reducing the per-share redemption amount[189](index=189&type=chunk)[190](index=190&type=chunk)[193](index=193&type=chunk) [Risks Related to Our Corporate Structure](index=41&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Corporate%20Structure) The company may not hold an annual stockholder meeting until after a business combination, limiting corporate protections, and shares issuable upon warrant exercise are not currently registered, potentially forcing cashless exercise or rendering warrants worthless if registration is not in place, while the grant of registration rights to initial stockholders could dilute interests and adversely affect stock price - Annual stockholder meetings may be delayed until after a business combination, limiting corporate protections for public stockholders[198](index=198&type=chunk) - Shares issuable upon warrant exercise are not currently registered, potentially forcing cashless exercise or rendering warrants worthless if registration is not effective[199](index=199&type=chunk)[200](index=200&type=chunk) - Registration rights granted to initial stockholders could dilute equity interests and negatively impact the market price of Class A common stock[201](index=201&type=chunk) [Risks Related to Our Search for a Business Combination](index=43&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Search%20for%20a%20Business%20Combination) The company's broad search criteria mean investors cannot ascertain the merits or risks of any specific target business, and combining with financially unstable or early-stage companies carries inherent risks, while the company may pursue targets outside management's expertise or those not fully meeting investment criteria, and the lack of a required independent fairness opinion (unless affiliated) means stockholders rely solely on the board's judgment, with issuing additional shares for a combination or employee plans potentially diluting existing stockholders and resources spent on uncompleted acquisitions being wasted - Broad search criteria mean investors cannot evaluate specific target risks, and combining with early-stage or financially unstable businesses carries inherent risks[203](index=203&type=chunk)[204](index=204&type=chunk)[208](index=208&type=chunk) - The company may pursue targets outside management's expertise or those not fully meeting investment criteria[205](index=205&type=chunk)[206](index=206&type=chunk) - Unless affiliated, no independent fairness opinion is required, leaving stockholders to rely on the board's judgment[209](index=209&type=chunk) - Issuing additional shares for a business combination or employee incentive plans could significantly dilute existing stockholders and present other risks[210](index=210&type=chunk)[212](index=212&type=chunk) - Wasted resources on uncompleted acquisitions could adversely affect subsequent attempts[213](index=213&type=chunk) [Risks Related to Our Organizational Documents and Structure](index=52&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20Risks%20Related%20to%20Our%20Organizational%20Documents%20and%20Structure) The company may amend its charter or governing instruments with lower stockholder approval thresholds (65% for charter, 50% for public warrants) than some other blank check companies, potentially facilitating changes that some stockholders may not support, while initial stockholders control director elections and hold substantial influence, and the company may incur substantial debt for a business combination, negatively impacting leverage, with reliance on a single business post-combination creating diversification risk, and conflicts of interest potentially arising due to officers' and directors' other business affiliations and their personal financial interests in completing a business combination - Charter and warrant agreement amendments may be easier to pass due to lower approval thresholds (**65%** for charter, **50%** for public warrants), potentially against some stockholders' interests[246](index=246&type=chunk)[247](index=247&type=chunk)[255](index=255&type=chunk) - Initial stockholders control director elections and hold substantial influence over stockholder votes[253](index=253&type=chunk)[254](index=254&type=chunk) - Incurring substantial debt for a business combination could negatively affect leverage and financial condition[234](index=234&type=chunk)[235](index=235&type=chunk) - Reliance on a single business post-combination creates a lack of diversification risk[237](index=237&type=chunk) - Conflicts of interest may arise from officers' and directors' other business affiliations and their personal financial interests in completing a business combination[214](index=214&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk) [General Risks](index=57&type=section&id=ITEM%201A.%20RISK%20FACTORS%20-%20General%20Risks) As an "emerging growth company" and "smaller reporting company," the company benefits from certain disclosure exemptions, which might make its securities less attractive or comparisons with other public companies difficult, while compliance with Sarbanes-Oxley Act requirements may be burdensome for a blank check company and increase acquisition costs, and provisions in its organizational documents and Delaware law may inhibit takeovers, potentially limiting stock price and entrenching management, with pursuing international targets introducing additional burdens and risks, including regulatory, currency, and cultural challenges, and uncertain U.S. federal income tax consequences and the potential for being classified as a "personal holding company" also posing risks - As an "emerging growth company" and "smaller reporting company," the company uses disclosure exemptions, potentially affecting investor attractiveness and comparability[271](index=271&type=chunk)[272](index=272&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) - Sarbanes-Oxley compliance is burdensome for a blank check company and may increase acquisition costs if target businesses are not compliant[276](index=276&type=chunk)[277](index=277&type=chunk) - Anti-takeover provisions in the charter and Delaware law could limit stock price and entrench management[278](index=278&type=chunk)[280](index=280&type=chunk) - Pursuing international targets introduces risks such as cross-border complexities, regulatory differences, currency fluctuations, and cultural challenges[283](index=283&type=chunk)[285](index=285&type=chunk) - Uncertain U.S. federal income tax consequences and potential classification as a "personal holding company" pose tax risks[288](index=288&type=chunk)[289](index=289&type=chunk) [ITEM 1B. Unresolved Staff Comments](index=61&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - No unresolved staff comments[290](index=290&type=chunk) [ITEM 2. Properties](index=61&type=section&id=ITEM%202.%20Properties) The company maintains its executive offices at 233 N. Michigan Avenue, Suite 1410, Chicago, IL 60601, with a monthly cost of $10,000 paid to its sponsor for office space, administrative, and support services, and the current office space is considered adequate - Executive offices are located at 233 N. Michigan Avenue, Suite 1410, Chicago, IL 60601[291](index=291&type=chunk) Office Space Costs | Item | Amount | Frequency | Recipient | | :--- | :----- | :-------- | :-------- | | Monthly Fee | **$10,000** | Monthly | Sponsor | [ITEM 3. Legal Proceedings](index=61&type=section&id=ITEM%203.%20Legal%20Proceedings) There is no material litigation, arbitration, or governmental proceeding currently pending against the company or any members of its management team - No material legal proceedings are pending against the company or its management[292](index=292&type=chunk) [ITEM 4. Mine Safety Disclosures](index=61&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[293](index=293&type=chunk) [PART II](index=62&type=section&id=PART%20II) [ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=62&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units ("FOREU") began trading on Nasdaq on February 10, 2021, with separate trading for Class A common stock ("FORE") and warrants ("FOREW") expected around April 2, 2021, and as of March 31, 2021, there were approximately 3 holders of record for its units, with no cash dividends paid or intended prior to a business combination, and the IPO generated $316.25 million gross proceeds, with $316.25 million placed in the trust account, and $6.827 million incurred in transaction costs - Units ("FOREU") began trading on Nasdaq on **February 10, 2021**; separate trading for common stock ("FORE") and warrants ("FOREW") expected around **April 2, 2021**[296](index=296&type=chunk) Key Equity Information | Item | Value | Date | | :--- | :---- | :--- | | Holders of Record (Units) | ~**3** | March 31, 2021 | | IPO Gross Proceeds | **$316,250,000** | Feb 12, 2021 | | Amount in Trust Account | **$316,250,000** | Feb 12, 2021 | | Transaction Costs | **$6,827,967** | N/A | - No cash dividends have been paid, and none are intended before the business combination; future dividends are at the board's discretion[298](index=298&type=chunk) [ITEM 6. Selected Financial Data](index=62&type=section&id=ITEM%206.%20Selected%20Financial%20Data) This item is not applicable to the company - Not applicable[303](index=303&type=chunk) [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=62&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is a blank check company formed on August 20, 2020, with no operating history or revenues to date, focused on completing a business combination, and its liquidity improved significantly after the IPO, with $316.25 million placed in a trust account and $1.8 million available for working capital outside the trust, with no off-balance sheet arrangements or long-term debt, only a $10,000 monthly fee to its sponsor and a deferred underwriting fee of 3.5% of IPO gross proceeds payable upon business combination - The company is a blank check company with no operating history or revenues, formed on **August 20, 2020**, to effect a business combination[305](index=305&type=chunk)[307](index=307&type=chunk) Financial Performance (Inception - Dec 31, 2020) | Metric | Amount | | :----- | :----- | | Net Loss | **$2,286** | | Cash | **$179,512** | - Post-IPO, **$316.25 million** was placed in the trust account, and **$1.8 million** was available for working capital outside the trust[311](index=311&type=chunk)[312](index=312&type=chunk)[179](index=179&type=chunk) - The company has no off-balance sheet arrangements or long-term debt, but pays a **$10,000** monthly fee to its sponsor and a **3.5%** deferred underwriting fee upon business combination[317](index=317&type=chunk)[318](index=318&type=chunk)[319](index=319&type=chunk) [ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies, which the company qualifies as - Not required for smaller reporting companies[323](index=323&type=chunk) [ITEM 8. Financial Statements and Supplementary Data](index=65&type=section&id=ITEM%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the audited financial statements and related notes, which are included following Item 15 of this report - Financial statements and supplementary data are included after Item 15[324](index=324&type=chunk) [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=65&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants[325](index=325&type=chunk) [ITEM 9A. Controls and Procedures](index=65&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) As of December 31, 2020, management concluded that the company's disclosure controls and procedures were effective, providing reasonable assurance, and the company is exempt from the independent registered public accounting firm attestation requirement on internal control over financial reporting due to a transition period for newly public companies - Disclosure controls and procedures were effective as of **December 31, 2020**[326](index=326&type=chunk) - Disclosure controls provide reasonable, not absolute, assurance and may not prevent all errors or fraud[327](index=327&type=chunk) - The company is exempt from auditor attestation on internal control over financial reporting due to its newly public company transition period[328](index=328&type=chunk) [ITEM 9B. Other Information](index=66&type=section&id=ITEM%209B.%20Other%20Information) There is no other information to report under this item - None[330](index=330&type=chunk) [PART III](index=67&type=section&id=PART%20III) [ITEM 10. Directors, Executive Officers and Corporate Governance](index=67&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists the company's directors and executive officers, including Greg Wasson (Chairman), Michael Balkin (CEO), and Gerald Muizelaar (CFO), detailing their ages and professional backgrounds, with the board consisting of five members divided into three classes with staggered terms, and Class B common stock holders electing and removing directors prior to a business combination, and the board having three standing committees (Audit, Compensation, and Nominating and Corporate Governance) each composed solely of independent directors, and the company having adopted a Code of Ethics Directors and Executive Officers | Name | Age | Title | | :--- | :-- | :---- | | Greg Wasson | **62** | Chairman | | Jeff Michael Balkin | **61** | Chief Executive Officer and Director | | Gerald Muizelaar | **46** | Chief Financial Officer | | Brian Gamache | **62** | Director | | Robert Zimmerman | **69** | Director | | John Svoboda | **63** | Director | - The board has **five** members across three staggered classes; Class B common stock holders elect and remove directors prior to a business combination[342](index=342&type=chunk)[343](index=343&type=chunk) - Three standing committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors, and the company has adopted a Code of Ethics[346](index=346&type=chunk)[347](index=347&type=chunk)[349](index=349&type=chunk)[351](index=351&type=chunk)[355](index=355&type=chunk) [ITEM 11. Executive Compensation](index=72&type=section&id=ITEM%2011.%20Executive%20Compensation) None of the company's officers or directors have received compensation for services rendered to date, with sponsors, officers, directors, and their affiliates reimbursed for out-of-pocket expenses reviewed quarterly by the audit committee, and post-business combination, any compensation for directors or management will be determined by the combined company's compensation committee and fully disclosed to stockholders - No compensation has been paid to officers or directors for services rendered to date[357](index=357&type=chunk) - Sponsors, officers, directors, and affiliates are reimbursed for out-of-pocket expenses, subject to quarterly review by the audit committee[357](index=357&type=chunk)[371](index=371&type=chunk) - Post-business combination, executive and director compensation will be determined by the combined company's compensation committee and fully disclosed[358](index=358&type=chunk) [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=73&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 15, 2021, Foresight Sponsor Group, LLC beneficially owned 18.6% of outstanding common stock, comprising 6,843,525 Class B shares and 682,500 Class A shares, with directors Brian Gamache, John Svoboda, and Robert Zimmerman each holding 25,000 Class B shares, and all directors and executive officers as a group beneficially owning 18.8% of outstanding common stock, with founder shares and private placement units subject to transfer restrictions Beneficial Ownership as of March 15, 2021 | Name | Number of Shares Beneficially Owned | Percentage of Outstanding Common Stock | | :--- | :---------------------------------- | :------------------------------------- | | Foresight Sponsor Group, LLC | **7,526,025** | **18.6%** | | Brian Gamache | **25,000** | * | | John Svoboda | **25,000** | * | | Robert Zimmerman | **25,000** | * | | All directors and executive officers as a group | **7,601,025** | **18.8%** | *Less than one percent. - Founder shares and private placement units (including underlying securities) are subject to transfer restrictions[365](index=365&type=chunk) [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](index=74&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details related party transactions, including the initial purchase of 7,906,250 founder shares by sponsors for $25,000, and the private placement of 832,500 units to sponsors for $8,325,000, with the company paying its sponsor $10,000 monthly for administrative services and reimbursing out-of-pocket expenses, and sponsors also providing a $300,000 loan for offering expenses, which was repaid, with potential future working capital loans from sponsors or affiliates convertible into units, and the company's Code of Ethics and audit committee reviewing related party transactions, and three directors (Brian Gamache, John Svoboda, Robert Zimmerman) deemed independent under Nasdaq rules - Sponsors purchased **7,906,250** founder shares for **$25,000** and **832,500** private placement units for **$8,325,000**[366](index=366&type=chunk)[367](index=367&type=chunk) - The company pays its sponsor **$10,000** monthly for administrative services and reimburses out-of-pocket expenses[369](index=369&type=chunk)[370](index=370&type=chunk) - Sponsors provided a **$300,000** loan for offering expenses, which was repaid; future working capital loans up to **$1,500,000** may be convertible into units[372](index=372&type=chunk)[373](index=373&type=chunk) - The Code of Ethics and audit committee review related party transactions, and three directors are independent[378](index=378&type=chunk)[379](index=379&type=chunk)[384](index=384&type=chunk) [ITEM 14. Principal Accountant Fees and Services](index=77&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP served as the principal accountant, with audit fees totaling $55,000 for the period from August 20, 2020, through December 31, 2020, and no other fees paid during this period, and the audit committee, formed upon IPO consummation, now pre-approves all auditing and permitted non-audit services Fees Paid to Marcum LLP (Aug 20, 2020 - Dec 31, 2020) | Fee Type | Amount | | :------- | :----- | | Audit Fees | **$55,000** | | Audit-Related Fees | **$0** | | Tax Fees | **$0** | | All Other Fees | **$0** | - The audit committee, formed post-IPO, pre-approves all auditing and permitted non-audit services[390](index=390&type=chunk) [PART IV](index=78&type=section&id=PART%20IV) [ITEM 15. Exhibits and Financial Statement Schedules](index=78&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This item lists the financial statements and exhibits filed as part of the report or incorporated by reference, including the Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Equity, Statement of Cash Flows, and Notes to Financial Statements, as well as various agreements such as the Underwriting Agreement, Business Combination Marketing Agreement, Amended and Restated Certificate of Incorporation, Warrant Agreement, and Registration Rights Agreement - The item includes financial statements (Balance Sheet, Statement of Operations, Statement of Changes in Stockholders' Equity, Statement of Cash Flows, Notes to Financial Statements) and a list of exhibits[392](index=392&type=chunk)[396](index=396&type=chunk) - Key exhibits include the Underwriting Agreement, Business Combination Marketing Agreement, Amended and Restated Certificate of Incorporation, Warrant Agreement, and Registration Rights Agreement[392](index=392&type=chunk) [ITEM 16. Form 10-K Summary](index=79&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) This item states that there is no Form 10-K Summary - None[394](index=394&type=chunk) [SIGNATURES](index=96&type=section&id=SIGNATURES) [Signatures](index=96&type=section&id=SIGNATURES_detail) The report is duly signed on behalf of Foresight Acquisition Corp. by its Chief Executive Officer, Michael Balkin, and Chief Financial Officer, Gerald Muizelaar, as well as by the Chairman, Greg Wasson, and Directors Brian Gamache, John Svoboda, and Robert Zimmerman, on April 6, 2021 - The report is signed by Michael Balkin (CEO), Gerald Muizelaar (CFO), Greg Wasson (Chairman), and Directors Brian Gamache, John Svoboda, and Robert Zimmerman on **April 6, 2021**[476](index=476&type=chunk) [FINANCIAL STATEMENTS](index=80&type=section&id=FINANCIAL%20STATEMENTS) [Report of Independent Registered Public Accounting Firm](index=81&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP, the independent registered public accounting firm, issued an unqualified opinion on Foresight Acquisition Corp.'s financial statements as of December 31, 2020, and for the period from August 20, 2020 (inception) through December 31, 2020, confirming fair presentation of the financial position, results of operations, and cash flows in all material respects, in accordance with PCAOB standards - Marcum LLP issued an unqualified opinion on the financial statements for the period ended **December 31, 2020**[399](index=399&type=chunk) - The audit was conducted in accordance with PCAOB standards, confirming fair presentation of financial position, results of operations, and cash flows[401](index=401&type=chunk)[402](index=402&type=chunk) [Balance Sheet](index=82&type=section&id=Balance%20Sheet) As of December 31, 2020, Foresight Acquisition Corp. reported total assets of $394,960, primarily consisting of cash ($179,512) and deferred offering costs ($215,448), with total liabilities of $372,246, including accrued expenses ($2,286), accrued offering costs ($94,960), and promissory notes from related parties ($275,000), and total stockholders' equity of $22,714, with 7,906,250 shares of Class B common stock outstanding Balance Sheet as of December 31, 2020 | Item | Amount | | :--- | :----- | | **Assets:** | | | Cash | **$179,512** | | Deferred offering costs | **$215,448** | | **Total Assets** | **$394,960** | | **Liabilities:** | | | Accrued expenses | **$2,286** | | Accrued offering costs | **$94,960** | | Promissory notes — related parties | **$275,000** | | **Total Current Liabilities** | **$372,246** | | **Stockholders' Equity:** | | | Class B common stock (7,906,250 shares) | **$791** | | Additional paid-in capital | **$24,209** | | Accumulated deficit | **$(2,286)** | | **Total Stockholders' Equity** | **$22,714** | [Statement of Operations](index=83&type=section&id=Statement%20of%20Operations) For the period from August 20, 2020 (inception) through December 31, 2020, Foresight Acquisition Corp. reported formation and operating costs of $2,286, resulting in a net loss of $2,286, with basic and diluted net loss per common share of $0.00, based on 6,875,000 weighted average shares outstanding Statement of Operations (Aug 20, 2020 - Dec 31, 2020) | Item | Amount | | :--- | :----- | | Formation and operating costs | **$2,286** | | **Net Loss** | **$(2,286)** | | Weighted average shares outstanding | **6,875,000** | | Basic and diluted net loss per common share | **$(0.00)** | [Statement of Changes in Stockholders' Equity](index=84&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) For the period from August 20, 2020 (inception) through December 31, 2020, the company's stockholders' equity increased from $0 to $22,714, primarily due to the issuance of 7,906,250 shares of Class B common stock to sponsors for $25,000, offset by a net loss of $2,286 Changes in Stockholders' Equity (Aug 20, 2020 - Dec 31, 2020) | Item | Class B Common Stock (Shares) | Class B Common Stock (Amount) | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity | | :--- | :---------------------------- | :---------------------------- | :------------------------- | :------------------ | :------------------------- | | Balance - Aug 20, 2020 | — | $— | $— | $— | $— | | Issuance of Class B common stock | **7,906,250** | **$791** | **$24,209** | — | **$25,000** | | Net loss | — | — | — | **$(2,286)** | **$(2,286)** | | **Balance - Dec 31, 2020** | **7,906,250** | **$791** | **$24,209** | **$(2,286)** | **$22,714** | [Statement of Cash Flows](index=85&type=section&id=Statement%20of%20Cash%20Flows) For the period from August 20, 2020 (inception) through December 31, 2020, the company's net cash used in operating activities was zero, with net cash provided by financing activities totaling $179,512, primarily from proceeds from Class B common stock issuance ($25,000) and promissory notes from related parties ($275,000), partially offset by payment of offering costs ($120,488), resulting in an ending cash balance of $179,512 Statement of Cash Flows (Aug 20, 2020 - Dec 31, 2020) | Cash Flow Activity | Amount | | :----------------- | :----- | | Net cash used in operating activities | **$—** | | Proceeds from Class B common stock | **$25,000** | | Proceeds from promissory notes – related parties | **$275,000** | | Payment of offering costs | **$(120,488)** | | Net cash provided by financing activities | **$179,512** | | **Cash – Ending** | **$179,512** | [Notes to Financial Statements](index=86&type=section&id=Notes%20to%20Financial%20Statements) The notes provide detailed information on the company's organization, business operations, significant accounting policies, and specific financial instruments, clarifying its status as a blank check, early-stage, and emerging growth company, its IPO and private placement details, the trust account's purpose, and redemption mechanisms, while also detailing related party transactions, commitments, and stockholders' equity components - The company is a blank check, early-stage, and emerging growth company, incorporated on **August 20, 2020**, to effect a business combination[414](index=414&type=chunk)[415](index=415&type=chunk) - IPO on **February 12, 2021**, raised **$316.25 million**, and a private placement raised **$8.325 million**, with **$316.25 million** placed in a trust account[417](index=417&type=chunk)[418](index=418&type=chunk)[420](index=420&type=chunk) - Public stockholders have redemption rights upon business combination completion, or if no combination by **February 12, 2023**, with warrants expiring worthless in the latter case[423](index=423&type=chunk)[428](index=428&type=chunk) - Significant accounting policies include U.S. GAAP basis, use of estimates, income taxes (ASC 740), and net loss per common share calculation[433](index=433&type=chunk)[436](index=436&type=chunk)[441](index=441&type=chunk)[444](index=444&type=chunk) - Related party transactions include founder shares, promissory notes from sponsors, and administrative service fees; commitments include registration rights and a business combination marketing agreement with underwriters[450](index=450&type=chunk)[452](index=452&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk) - Details on stockholders' equity include authorized preferred, Class A, and Class B common stock, and the terms of public and private placement warrants, including exercise and redemption conditions[459](index=459&type=chunk)[460](index=460&type=chunk)[463](index=463&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk)[471](index=471&type=chunk)