What changed in this filing

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Item 1. Business

2022-10-21 compared with 2021-04-06 · 467 added, 1013 removed, 0 unchanged (100% of the section changed)

We are a blank check company incorporated as a

Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial

business combination.

While we may pursue a merger opportunity in any industry or sector, we initially intend to capitalize on the track record and experience of our management team and sponsor and focus our search in the technology-enabled consumer

and consumer healthcare industries.

We believe our team is uniquely positioned and will have proprietary deal flow in these sectors given our collective successful track record as operators, investors and entrepreneurs, and our principals

track record of success initiating transformative mergers and acquisitions, operational acumen and strong network in these sectors.

The registration

statement on Form S-1 (File Nos.

333-251978) for our initial public offering (the IPO) was declared effective by the Securities and Exchange Commission

(the SEC) on February 9, 2021.

On February 12, 2021, we consummated the IPO of 31,625,000 units, which included the full exercise of the underwriters over-allotment option.

Each unit consists of one share of Class A

common stock, par value $0.0001 per share (Class A Common Stock), and one-third of one redeemable warrant (Warrant), each whole Warrant entitling the holder thereof to

purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment.

The units were sold at an offering price of $10.00 per Unit, generating gross proceeds to us of $316,250,000.

Simultaneously with the consummation of our initial public offering, we consummated the private placement of an aggregate of 832,500 units (the Private

Placement Units) to Foresight Sponsor Group, LLC (the Sponsor) and FA Co-Investment LLC (FA Co-Investment and, together with the

Sponsor, the Sponsors) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $8,325,000 (the Private Placement).

A total of $316,250,000 from the net proceeds of the sale of the units in our initial public offering and the sale of the Private Placement Units, including

as a result of the full exercise of the underwriters over-allotment option, was placed in a trust account established for the benefit of our public shareholders (the trust account), with Continental Stock Transfer & Trust

Company acting as trustee, and has been invested only in U.S.

government treasury bills, notes and bonds with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act of 1940, as amended (the Investment Company Act) and which invest solely in U.S.

Except for all interest income that may be released to us to pay our tax obligations and for dissolution

expenses up to $100,000, as applicable, none of the funds held in the trust account will be released from the trust account until the earlier of:

(i) the consummation of our initial business combination by February 12, 2023, and

(ii) a redemption to public stockholders prior to any voluntary winding-up in the event we do not consummate our initial business combination within the applicable period.

As of December 31, 2020, we had cash of $179,512.

Until the consummation of the IPO, our only source of liquidity was an initial purchase of common stock

by, and loans from, our Sponsors.

Our units began trading on February 10, 2021 on the Nasdaq Capital Market (the Nasdaq) under the

symbol FOREU. The shares of common stock and warrants comprising the units are expected to begin separate trading on the Nasdaq under the symbols FORE and FOREW, respectively, on or about April 2, 2021.

units not separated will continue to trade on the Nasdaq under the symbol FOREU.

Foresight was formed as a partnership among and will be led by Greg Wasson, our Chairman and former CEO and President of Walgreens Boots Alliance, and two

former Co-Portfolio Managers of William Blairs Small Cap Growth Investment Funds, Mike Balkin, our Chief Executive Officer, and Karl Brewer.

Foresight will

Wassons family office, Wasson Enterprise, through the process of identifying and evaluating targets.

Over the course of the last five years, Mr.

Wasson has built a

strong infrastructure consisting of resources dedicated to investment identification and diligence, finance, human resources, marketing and operations.

With this support, Mr.

Wasson has helped

to co-found high-growth businesses, catalyze mature businesses and deploy capital as a strategic investor in other private companies in the retail, consumer and healthcare sectors.

In addition to the founders, Messrs.

Wasson, Balkin and Brewer, weve built a world-class founding sponsor team, consisting of successful former public company C-suite executives and private equity industry leaders.

Our sponsor team will provide us with valuable strategic, operational, product management, analytical, financial, transactional,

communications, legal, and other expertise and networks that we will leverage to identify and execute a business combination and drive future value for the combined business.

We believe our teams high level of operating experience and business

far, wide and deep networks;

and ability to tap into that experience and network will provide valuable access to the highest quality consumer growth companies.

Once our team has identified a potential opportunity for an initial business

combination, we believe we will have the operational expertise to drive efficiencies across the target business while also helping to make strategic customer and partner introductions to drive revenues.

Our team will look to identify companies built

on sustainable business models, customer-obsessed company cultures, strong unit economics, and differentiated product offerings.

Through our management teams network and operational expertise, we expect to increase the value of the enterprise,

improve the companys financial positioning and ultimately generate strong stockholder returns.

We are led by an experienced team of C-level operators, managers and investors.

Our teams vast network

and synergistic experience in large company leadership roles, industry-changing mergers & acquisitions and institutional public markets investing provide us with unique positioning as it relates to finding a target and adding value

Our board will also consist of key individuals who have served in roles at the most senior levels of public corporations and private equity firms.

We believe our decades of partnership and experience, together with our collective

network, will uniquely position us to identify and successfully merge with an attractive target company.

Greg Wasson serves as Chairman of the Board.

Wasson currently serves as President and Founder of his own family office, Wasson Enterprise.

Wasson Enterprises focus is to partner with entrepreneurs and operators to build sustainable, high-growth businesses that do well by doing

As the former CEO and President of Walgreens, Mr.

Wasson has extensive global operational and management experience, as well as extensive knowledge of the retail and healthcare industries.

Wasson attended Purdue Universitys

School of Pharmacy, receiving his pharmacy degree in 1981.

Before his senior year, he was invited to become one of the first pharmacy services interns in Walgreens corporate officesan opportunity that led to his being hired by Walgreens

upon graduation and that changed the course of his future career.

Mentored by many company leaders through the years, together with his outstanding performance in positions of increasing responsibility, Mr.

Wasson served Walgreens for 34 years.

As Walgreens CEO, Mr.

Wasson led the Fortune 35 company to record fiscal 2014 sales of $76.4 billion.

He is credited with creating significant financial and shareholder value, initiating and completing transformative mergers and

investments, leading complex organizational and structural change, assembling a diverse and high-performance senior leadership team, and establishing Walgreens position as an industry leader.

Before retiring from Walgreens, Mr.

transformed an iconic 114-year-old domestic company into the first global pharmacy-led, health, well-being and beauty

enterprise via the successful merger with European-based Alliance Boots to create Walgreens Boots Alliance.

Wasson currently serves on the Board of Directors of OptimizeRx Corp.

Michael Balkin serves as our Chief Executive Officer and Director.

Balkin has over 30 years of experience in working with public companies in the

small cap space.

Balkin was a partner and formerly the co-Manager of the William Blair Small Institutional portfolio and the William Blair Small Cap Growth Fund,

which he and his partners, Karl Brewer and Mark Fuller, started in 1999.

He and his team managed nearly $1.8 billion dollars in total assets and have been named among the top small cap funds

multiple times by publications such as Barrons, Morningstar, Lipper and Institutional Investor Magazine.

From 2005 to 2008, Mr.

Balkin was a partner at Magnetar Capital, LLC, a multi-strategy hedge fund located in Evanston, Illinois.

Magnetar, Mr.

Balkin was the Portfolio Manager in charge of the small cap long-short strategy and was also the Chief Investment Officer of Magnetar Investment Management, a wholly owned asset management subsidiary of Magnetar Capital.

rejoined William Blair & Company in 2008.

He originally joined William Blair in 1990, working in the sell-side institutional research sales group, specializing in small cap growth companies.

Prior to joining William Blair, he was the co-founder of Cityview Associates, Inc., a real estate firm specializing in value-added real estate transactions.

Prior to starting Cityview Associates, Mr.

Balkin had various roles at

First Chicago and Bankers Trust.

In addition to his work with William Blair, Mr.

Balkin has helped dozens of small companies grow as an angel investor, mentor and board member.

He is currently the Chairman of the Board of Performance Health

Systems, LLC and is a member of the board of managers of the Innventure Fund, an Intellectual Property-based development fund started by Greg Wasson.

Balkin is also active in many charities and is on the board of the Friends of the Israeli

Defense Forces, Good Sports and is a major advocate and fund raiser for Cystic Fibrosis and the Illinois Holocaust Museum.

Balkin graduated with a Bachelors degree in Economics from Northwestern University, where he was also a two

year Captain of the tennis team.

Gerald Muizelaar serves as our Chief Financial Officer.

Muizelaar brings over 15 years of financial leadership

in private equity, manufacturing, retail and customer service.

Muizelaar has served as Vice President of Finance for Wasson Enterprise, the family office of Greg Wasson, since 2017.

Muizelaars strong focus implementing robust

financial processes and systems, ensuring regulatory compliance, and bolstered financial visibility have been a key factor in Wasson Enterprises success.

As a former North American Finance Manager for Amazon, Mr.

Muizelaar led all U.S.,

Canadian and Latin American customer service finance teams.

He and his team provided financial insights and analysis for a customer service network that encompassed over 10,000 employees and an annual P&L in excess of $250 million.

Muizelaars leadership and deep understanding of operations were influential in optimizing costs for Amazons North American Customer Service team, while simultaneously growing its operations by 30% annually and consistently

driving quality improvements to keep Amazon ranked #1 in the World for Customer Service.

Muizelaar holds a Bachelor of Business Administration from Acadia University and a MBA from Dalhousie University.

Karl Brewer is one of our founders and advisors.

Brewer is a private investor focused on small public and private growth companies.

Until December

2017, he was Portfolio Manager of the Small Cap Growth and Small-Mid Cap Growth Funds at William Blair, having joined the Small Cap Growth team in 1999 and

the Small-Mid Cap Growth team in 2002.

He joined William Blair in 1996, serving as a research analyst for three years.

Before that, he was in the mergers & acquisitions and corporate finance

departments at Lehman Brothers Inc.

for six years.

Brewer graduated from Washington and Lee University with a BA in Economics and earned an MBA from Northwestern Universitys Kellogg Graduate School of Management.

Brian Gamache serves on our Board of Directors.

Gamache was the former Chairman and CEO of WMS Industries Inc., a designer, manufacturer and marketer

of games for the casino and on-line gaming industries.

Prior to rejoining WMS, he served as President of Wyndham Internationals Luxury and Resort Division.

Before Wyndham, he served as

President and Chief Operating Officer of WHG Resorts and Casinos, Inc., a subsidiary of WMS Industries.

He previously held various executive positions with Marriott Hotel Corporation and Hyatt Hotels Corporation.

Gamache is on the Board of

Directors at Welbilt, Inc.

WBT) and currently serves as an advisor to several private equity firms and corporations.

He is a guest lecturer at Northwestern Universitys Kellogg School of Management.

Gamache graduated from the

University of Florida with a degree in Business Administration, where he currently serves as a member of the Deans Council to the Warrington School of Business.

Robert Zimmerman serves on our Board of Directors.

Zimmerman is an independent consultant since retiring from Walgreens in 2014, focusing on

healthcare, specifically retail pharmacy services and pharmacy

benefit management.

His primary consulting work has been with knowledge transfer companies (GLG and Guidepoint) with significant short-term assignments with end business clients as well as hedge

funds and consulting firms.

He has also consulted directly with private equity and hedge funds.

Until April 2014, Mr.

Zimmerman served as Chief Strategy Officer and SVP of Corporate Development at Walgreens.

In these roles, he worked directly

with the CEO and Executive Committee on strategic plans helping transform Walgreens from a drug store chain to an international integrated health care provider.

He also led the development and execution of Walgreens M&A strategy, including the

largest transaction in Walgreens history, the acquisition of Alliance Boots.

Prior to his tenure as CSO, he served as CFO and EVP of WHP Health Initiatives, Walgreens managed care division.

He held responsibility for the divisions

finance, strategy, new business and product development initiatives, acquisitions, pharmaceutical trade relations, and Customer Care Center operations.

Zimmerman currently also serves as a Board Member on the State of Illinois Board of

Pharmacy (since 2016), where he was appointed by the Governor of Illinois.

Zimmerman graduated from Eastern Illinois University in 1973 with a Bachelor of Finance, and from Northern Illinois University in 1984 with an MBA.

John Svoboda serves on our Board of Directors.

Svoboda co-founded Svoboda Capital Partners

(SC) in January 1998 with Michelle Collins.

Svoboda serves on the boards of SC portfolio companies BPI/Incite, One North Interactive, Sonoma Creamery and SWC Technology Partners.

to co-founding SC, Mr.

Svoboda worked in the Corporate Finance Department of William Blair & Company LLC (1983 to 1997), where he managed Business Development and became a Partner in

Svoboda serves as a trustee of the University of Chicago Medical Center.

Svoboda also serves as a trustee for the Otho S.

Sprague Memorial Institute, the Auditorium Theatre where he was Chairman of the Board, as an

honorary trustee of Marwen and as a life trustee of the Francis W.

Parker School.

He served on the Advisory Council of Stanfords Graduate School of Business and served on the Steering Committee for the Stanford Campaign.

also served on several alumni and fundraising committees for both Williams College and the Stanford Business School, as well as capital campaigns for the Greater Chicago Food Depository and the University of Chicago Comer Childrens Hospital.

Svoboda is also active as a mentor and selection committee member for the Pat Tillman Foundation and is a member of the Commercial Club of Chicago.

Svoboda graduated from Williams College with a BA in 1979 and received his MBA from

the Stanford Graduate School of Business in 1983.

We are further supported by a team of advisors which is comprised of current and former executives with

significant investment and operating experience across a wide range of sub-sectors.

These advisors and executives will provide us with access to their expertise and extensive networks from which we

intend to source and evaluate potential targets as well as assist in the future value creation plans of any business that we acquire.

Our team of advisors are described below.

Mark Thierer is one of the most successful executives in the healthcare services industry.

A lifelong leader in the healthcare space, he is known for his

ability to bring companies to new levels of financial and operational success.

In what has been called a rags-to-riches business tale,

Thierer transformed a small pharmacy benefit management company (PBM) called SXC Health Solutions into one of Americas biggest and fastest growing players and then facilitated a $12.8 billion sale to Optum.

five-year period after Mr.

Thierer joined the company he achieved a 3,400% increase in revenues and a 10-fold jump in profits.

Following a merger with Catalyst Health Solutions, SXC moved its

headquarters to Chicago.

Under a new name, Catamaran (NASDAQ:

CTRX), the company continued its ascent to the top of the pharmacy benefits technology space.

When UnitedHealth Group, Inc.

acquired Catamaran in 2015 to create OptumRx, Mr.

stayed with OptumRx to continue to lead the business as CEO.

After OptumRx, Mr.

Thierer served as interim CEO at dental equipment giant Dentsply Sirona (NYSE:

He also formed the local investment firm, Assetblue Investment Group, where he

serves as Managing Partner.

Thierer serves on multiple public company boards and is active in private equity investing.

Thierer holds a BS in Finance with distinction from the University of Minnesota, and an MBA from Nova

Southeastern.

He also holds a Certified Employee Benefit Specialist (CEBS) designation from the Wharton School.

Kermit Crawford is a pharmacy, health and

wellness expert who has led transformational change and cost-saving programs in highly competitive consumer-focused businesses.

He most recently served as President and Chief

Operating Officer for Rite Aid Pharmacy (NYSE:

RAD), a Fortune 500 company with more than 2500 retail locations.

over 30-year corporate career at Walgreens (NASDAQ:

WBA), the worlds largest drug store chain, where he rose from pharmacist/store manager to Executive Vice President and President of Pharmacy,

Health & Wellness, the corporations largest business unit.

Crawfords private equity experience includes serving as operating partner, adviser, and consultant for Sycamore Partners, a New York-based firm specializing in

retail and consumer investments.

Crawford is an Independent Director and Chair of the Audit Committee for Allstate Corporation (NYSE:

ALL) and he also serves as a Director and member of the Audit and Compliance and Technology, Privacy,

& Cybersecurity Committee for TransUnion (NYSE:

Crawford has received many notable honors for his expertise and contributions.

Chain Drug Review honored him with the Lifetime Achievement Award in 2014 and Drug Store

News presented him with its 2014 Pharmacy Innovator Award. Savoy Magazine named Crawford one of the Top 100 Most Influential Blacks in Corporate America in 2018, and Black Enterprise Magazine named Crawford to its prestigious

list of Americas Most Powerful Black Directors in 2018.

Crawford received his BS in Pharmacy from The College of Pharmacy and Health Sciences at Texas Southern University.

Matt Shattock served as non-executive chairman of the board of Beam Suntory Inc., the worlds

third-largest premium spirits company, from April 2019 until December 2020.

He previously served as chairman and CEO of Beam Suntory for ten years, having joined Beam in March 2009 as president and CEO.

He led the companys successful growth

strategy transformation and subsequent transition to become a standalone public company in 2011.

Subsequently, he led the integration of the Beam and Suntory spirits businesses following Suntorys $16 billion acquisition of Beam in 2014.

Prior to joining Beam, he spent six years at Cadbury plc, an international confectionery manufacturer, where he led its businesses first in the Americas and then in the Europe, Middle East and Africa region.

Prior to Cadbury, he spent 16 years at

Unilever, an international manufacturer of food, home care and personal care products, in various leadership positions, culminating in his role as chief operating officer of Unilever Best Foods North America.

Shattock brings significant

experience in the consumer-packaged goods industry.

He has a strong track record of driving organic growth through innovation, brand communication and operational excellence, together with significant M&A and integration experience.

Shattocks public company experience also includes his membership of the VF Corporation and Clorox boards in the US and Dominos Pizza Group PLC in the UK, where he chairs the board.

Theodore Koenig is the President, CEO and Founder of Monroe Capital and has over 30 years of experience in structuring and investing in debt and equity

transactions.

Koenig also serves as the Chairman, President and CEO of Monroe Capital Corporation (NASDAQ:

MRCC), a publicly traded business development company (BDC).

Prior to founding Monroe Capital in 2004, Mr.

Koenig was President

and CEO of Hilco Capital LP, a junior secured/mezzanine debt fund established in 2000.

Prior to that, Mr.

Koenig spent 13 years at the Chicago-based law firm of Holleb & Coff as partner and

co-chair of the firms Corporate Law, Mergers & Acquisitions and Business Finance groups, where he supervised and was responsible for structuring, negotiating and documenting acquisitions

and sales of middle-market companies as well as representing the firms bank, financial institution and commercial finance clients in financing transactions for buyout, growth, recapitalization and restructuring transactions.

a graduate of the Kelley School of Business at Indiana University, with a BS in accounting with high honors and Chicago-Kent College of Law with a JD with honors.

Craig Zummer, founder and Managing Director of Insight Advisory Partners, a merchant banking and strategy consulting firm.

Prior to co-founding the firm, Mr.

Zummer spent 15 years as a strategy and business development professional in the food and consumer products industries, most recently as Vice President of Corporate

Strategy with the McDonalds Corporation.

Zummer has deep expertise in helping companies improve their core business strategy, launch new ventures, develop partnerships, facilitate acquisitions and divestitures, and raise capital.

addition to his experience at McDonalds, he previously advised numerous consumer products companies while with the Boston Consulting Group and as an independent consultant.

He also worked in both the Risk and New Venture groups at Capital One

After college, Mr.

Zummer served as a Marine Corps officer including service in Operation Desert Storm.

He holds an MBA from the University of Chicago and a BA in Economics from Northwestern University.

Past performance by our management team and their respective affiliates is not a guarantee either

(i) that we will be able to locate a suitable candidate for our initial business combination or (ii) of success with respect to any business combination we may consummate.

Our officers and directors have not had management experience with

special purpose acquisition corporations in the past.

You should not rely on the historical performance of our management team and their respective affiliates as an indication of the future performance of an investment in our company or the returns

we will, or are likely to, generate going forward.

Our Core Operating Principles

Foresight has a unique and differentiated set of capabilities that we believe position us well to find an attractive company where we will be able drive

stockholder value upon effectuating a business combination.

These core operating principles, collectively, have helped craft our approach to partnering with founders and management teams where we can specifically add value.

Long Term Approach.

Partner with management teams to help cultivate long-term, sustainable

stockholder value by leveraging our experience as operators and investors to companies of all stages across a variety of industries.

Hands-on Mentality.

The Management

and Sponsor teams have long track records of being superior operators at the highest levels of public corporations.

All these experiences touched the end consumer, including retail, healthcare, food & beverage, and hospitality.

Investing Experience.

Our team has decades of experience in both public and private investing across

all stages and have created significant stockholder value.

Strategic Vision.

Through our collective networks, we plan to drive additional value by pursuing

inorganic growth opportunities with our partners.

Our management has significant experience in acquiring target businesses which is demonstrated by completing successful large transactions over the last 30 years

Financial Acumen.

Our teams deep experience in both private and public markets, across the

entirety of the capital structure of a company will help to guide the management team to balance sheet stability and sustainability.

Deep Network.

Our team has deep relationships that span across the Fortune 1000, financial

institutions, asset managers, private equity, venture capital, debt capital, and governments globally.

Our Industry Focus

Our business strategy is to identify and complete an initial business combination with a target business within the technology-enabled consumer or consumer

healthcare industries.

Changes in purchasing behavior and the evolution of health continue to create significant disruption as a result, these industries are poised for strong, sustained, long-term growth.

We will seek target businesses in

these industries that are positioned to unlock these disruptive forces.

We believe our team brings unparalleled experience and capabilities across the consumer and consumer health industries and that we are uniquely suited to identify and capture

the potential of target businesses within these industries.

We expect the target business to have an enterprise valuation greater than $1 billion.

We may look to deploy additional capital through strategic M&A in order for any target

business to expand its offerings and become a platform business.

We will seek to effectively employ our management teams investment acumen,

operational skills and experience, as well as their extensive networks to add value to a target business.

We believe that the experience of our management team can guide a target business through a number of growth and efficiency initiatives,

including attracting and retaining customers, strategically spending capital on research and development, focusing sales and marketing initiatives, and inorganically rounding out product suites, among others.

We will seek to generate capital

appreciation for our stockholders by focusing on sustainable growth while ensuring healthy profitability.

Investment Criteria

We will employ the below criteria and guidelines that we believe are important in evaluating prospective target businesses.

We will use these criteria and

guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

Opportunity Size .

We intend to focus on target businesses with an enterprise value greater than

Financial Profile .

We will seek to partner with a business that has a long-term growth outlook,

sustainable profit margin or path to profitability, with potential to further enhance margin and an ability to generate strong returns over time;

Healthy Balance Sheet .

We intend to partner with a business where financial leverage is used

conservatively and strategically, with leverage used to help drive equity returns;

Defensive Competitive Positioning .

We will focus on businesses that have a defensible market position,

customers who love the product offering and where there exists opportunity to increase market share or build entirely new markets with no existing incumbents;

Strong Management Team .

We will want to partner with a proven, humble and eager management

team who look forward to creating value together;

Our Ability to Add Value .

We will seek to partner with a business where the collective capabilities of our

sponsor team can drastically improve business fundamentals, drive top line growth and ultimately increase stockholder value.

of Target Businesses

Our sponsor teams significant operating and transaction experience and relationships will provide us with a substantial

number of potential business combination targets.

Over the course of their careers, our team has developed a broad network of contacts and corporate relationships around the world and across multiple industries.

We believe this network provides our

management team with a robust and consistent flow of acquisition opportunities which we believe are proprietary.

In addition, we anticipate that target business candidates will be brought to our attention from various sources, including private

equity and venture capital fund managers, family office principals and corporations seeking to divest non-core assets or operating segments.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or officers, or making the

acquisition through a joint venture or other form of shared ownership with our sponsor, directors or officers.

In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, directors or officers,

we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business we are

seeking to acquire that such an initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Our Acquisition Process

We believe that conducting

comprehensive due diligence on a prospective business combination is particularly important.

We expect to utilize the diligence, rigor, and expertise of our management team to evaluate potential targets strengths, weaknesses, and opportunities

to identify the relative risk and return profile of any potential target for our initial business combination.

In evaluating a prospective target

business, we expect to conduct a due diligence review which may encompass, among other things:

meetings with incumbent management and employees, document reviews, interviews of

customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

We may also seek to utilize consultants or experts

once we identify a particular target of interest.

We are not prohibited from pursuing an initial business combination with a business that is affiliated

with our initial stockholders, officers, directors, or any of their respective affiliates.

In the event we seek to complete our initial business combination with a business that is affiliated with our initial stockholders, officers or directors, or

any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is

fair to us from a financial point of view.

Each of our officers and directors presently has, and any of them in the future may have additional fiduciary

or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities.

Accordingly, if any of our officers or directors becomes aware of a

business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such

In addition, we may, at our option, pursue an affiliated joint acquisition with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such parties

may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by undertaking a specified future

issuance to such parties.

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination.

Our certificate of incorporation will

provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such

opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

Initial Business

Pursuant to Nasdaq listing rules, our initial business combination must occur with one or more target businesses that together have an

aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial

business combination.

If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly

renders valuation opinions with respect to the satisfaction of such criteria.

Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

Notwithstanding the foregoing, if we

are not then listed on Nasdaq, these rules will not be applicable to us.

We anticipate structuring our initial business combination so that the

post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure our initial business combination such that

the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, including an affiliated joint

acquisition as described above.

However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target business sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns or

acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the

target and us in the business combination transaction.

For example, we could pursue a transaction in which we issue a

substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result

of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100%

of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of

the 80% fair market value test.

If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together

as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

We may, at our option, pursue an

affiliated joint acquisition.

Any members of our management team or their affiliates may co-invest with us in the target business at the time of our initial business combination, or we could raise

additional proceeds to complete the acquisition by undertaking a specified future issuance to such parties.

Members of our management team directly or

indirectly own founder shares and/or private placement warrants following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to

effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors

is included by a target business as a condition to our initial business combination.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we offer target

businesses an alternative to the traditional initial public offering through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.

In this situation, the owners of the target business

would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.

Although there are various costs

and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public

offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is

always subject to the underwriters ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring.

Once public, we believe the target business would then have greater access to

capital and an additional means of providing management incentives consistent with stockholders interests.

It can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting

talented employees.

We will remain an emerging growth company until the earlier of:

(1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of

our common stock that is held by non-affiliates exceeds $700 million as of the end of that years second fiscal quarter;

and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Additionally, we will remain a smaller reporting

company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that years second

fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by

non-affiliates exceeds $700 million as of the end of that years second fiscal quarter.

With funds available for a business combination initially in the amount of approximately $305.2 million assuming no redemptions, after

payment of the marketing fee of $11,068,750 payable pursuant to the Business Combination Marketing Agreement entered into in connection with our initial public offering (the Marketing Fee), we offer a target business a variety of options

such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business

combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs

However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.

our Initial Business Combination

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering

and the sale of the private placement units, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination.

We may seek to complete our initial business combination with a company or business

that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the

consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or

expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses or for working capital.

We may seek to raise additional funds in connection with the completion of our initial business combination through a private offering of equity securities or

debt securities or loans, and we may effectuate our initial business combination using the proceeds of such offerings or loans rather than using the amounts held in the trust account.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials

disclosing the business combination would disclose the terms of the financing and, only if required by applicable law or we decide to do so for business or other reasons, we would seek stockholder approval of such financing.

prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any

additional funds through the sale of securities or otherwise.

Selection of a target business and structuring of our initial business combination

Nasdaq rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at

least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount).

The fair market value of the target or targets

will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.

If our board of directors is not able to

independently determine the

fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation

opinions, with respect to the satisfaction of such criteria.

We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the

Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination

solely with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination

if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment

company under the Investment Company Act.

If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is

owned or acquired by us is what will be valued for purposes of the 80% of net assets test.

There is no basis for investors to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly

ascertain or assess all of the significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence

review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated

with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Lack of business

diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend

entirely on the future performance of a single business.

By completing our initial business combination with only a single entity our lack of

diversification may subject us to numerous economic, competitive and regulatory risks.

Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may

have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

solely dependent upon the performance of a single business, property or asset;

dependent upon the development or market acceptance of a single or limited number of products, processes or

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may

have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

Limited ability to evaluate the targets management team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business

combination with that business, our assessment of the target businesss management may not prove to be correct.

In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

While it is possible that one or more of our directors will remain associated in some capacity with us

following our initial business combination, it is highly unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team will

have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel

will remain in senior management or advisory positions with the post-business combination company.

The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Stockholders may not have the ability to approve our initial business combination

We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC.

However, we will seek stockholder approval if it is

required by applicable law or stock exchange rule, or we may decide to seek stockholder approval for business or other reasons.

Presented in the table below is a graphic explanation of the types of initial business combinations we may consider and

whether stockholder approval is currently required under Delaware law for each such transaction.

Type of Transaction

Purchase of assets

Purchase of stock of target not involving a merger with the company

Merger of target into a subsidiary of the company

Merger of the company with a target

Under Nasdaqs listing rules, stockholder approval would typically be required for our initial business combination if,

we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to

or in excess of 20% of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;

any of our directors, officers or substantial security holders (as defined by Nasdaq rules) has a 5% or greater

interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable,

exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power

outstanding before the issuance in the case of any substantial security holders;

the issuance or potential issuance will result in our undergoing a change of control.

The decision as to whether we will seek stockholder approval of a proposed business combination in those

instances in which stockholder approval is not required by applicable law or stock exchange rule will be made by us, solely in our discretion, and will be based on business and other reasons, which include a variety of factors, including, but not

the timing of the transaction, including in the event we determine stockholder approval would require additional

time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

the expected cost of holding a stockholder vote;

the risk that the stockholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to

present to stockholders.

Permitted purchases and other transactions with respect to our securities

In the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our sponsors, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or

following the completion of our initial business combination.

There is no limit on the number of securities such persons may purchase.

Additionally, at

any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsors, directors, officers, advisors or any of their respective affiliates may enter

into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.

However, they have no current commitments,

plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions.

None of the funds held in the trust account will be used to purchase public shares or

warrants in such transactions.

Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited

by Regulation M under the Exchange Act.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise

its redemption rights.

We have adopted, as part of an overall code of ethics and business conduct, an insider trading policy which requires insiders to refrain from purchasing securities when they are in possession of any material non-public information.

We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several

factors, including but not limited to, the timing and size of such purchases.

Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that

such a plan is not necessary.

In the event that our sponsors, directors, officers, advisors or any of their respective affiliates purchase public shares

in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling stockholders would be required to revoke

their prior elections to redeem their shares and any proxy to vote against our initial business combination.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the

Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be

required to comply with such rules.

The purpose of any such transaction could be to (1) vote such shares in favor of the initial business

combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, (2) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders

for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business

combination, where it appears that such requirement would otherwise not be met.

Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public float of our shares of Class A common stock or warrants may be reduced and the number of

beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsors, officers, directors, advisors and/or any of their respective affiliates anticipate that they may identify the stockholders with whom our

sponsors, officers, directors, advisors or any of their respective affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the

case of public shares) following our mailing of proxy materials in connection with our initial business combination.

To the extent that our sponsors, officers, directors, advisors or any of their respective affiliates enter into a private

transaction, they would identify and contact only potential selling or redeeming stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination.

persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase.

The price per share paid

in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination.

Our sponsors, officers, directors, advisors or any of their

respective affiliates will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsors, officers, directors and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for

manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act.

Rule 10b-18 has certain technical requirements that must be complied with in order

for the safe harbor to be available to the purchaser.

Our sponsors, officers, directors and/or any of their respective affiliates will be restricted from making purchases of common stock if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption rights for public stockholders upon completion of our initial

business combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the

completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the

consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein.

At completion of the business

combination, we will be required to purchase any public shares properly delivered for redemption and not withdrawn.

The amount in the trust account is initially anticipated to be $10.00 per public share.

The redemption rights will include the

requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.

Our initial stockholders,

officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection

with the completion of our initial business combination.

Manner of conducting redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our

initial business combination either:

(1) in connection with a stockholder meeting called to approve the business combination;

or (2) by means of a tender offer.

Except as required by applicable law or stock exchange rules, the decision as

to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction.

acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our

amended and restated certificate of incorporation would typically require stockholder approval.

If we structure a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as

to whether to seek a stockholder vote to approve the proposed business combination.

We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law

or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons.

If a stockholder vote is not required and

we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of

the Exchange Act, which regulate issuer tender offers;

file tender offer documents with the SEC prior to completing our initial business combination which contain

substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with

Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules,

our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not

redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial

business combination.

If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination, and we instead may search for an alternate business combination

(including, potentially, with the same target).

If, however, stockholder approval of the transaction is required by applicable law or stock exchange

listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act,

which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.

However, we expect that a

draft proxy statement would be made available to such stockholders

well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Although we are not required to do so, we currently

intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide

our public stockholders with the redemption rights described above upon completion of the initial business combination.

If we seek stockholder approval,

we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination.

A quorum for such meeting will consist of the holders present in person or by

proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.

Our initial stockholders, officers and directors will

count towards this quorum and have agreed to vote any founder shares, private placement shares and any public shares held by them in favor of our initial business combination.

These quorum and voting thresholds and agreements, may make it more

likely that we will consummate our initial business combination.

Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

addition, our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares held by them in

connection with the completion of a business combination.

Our amended and restated certificate of incorporation provides that in no event will we redeem

our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.

Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to

an agreement relating to our initial business combination.

For example, the proposed business combination may require:

(1) cash consideration to be paid to the target or its owners;

(2) cash to be transferred to the target for working

capital or other general corporate purposes;

or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination.

In the event the aggregate cash consideration we would be required to pay

for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us,

we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination (including, potentially,

with the same target).

Limitation on redemption upon completion of our initial business combination if we seek stockholder approval

Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in

connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person

with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our

initial public offering, which we refer to as the Excess Shares, without our prior consent.

We believe the restriction described above will discourage stockholders from accumulating large blocks of shares and subsequent attempts by such

holders to use their ability to redeem their shares as a means to force us or our sponsors or their affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision, a

public stockholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights against a business combination if such holders shares are not purchased by us or our

sponsors or their affiliates at a premium to the then-current market price or on other undesirable terms.

By limiting our stockholders ability to redeem to no more than 15% of the

shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business

combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our stockholders ability

to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering stock certificates in connection

with a tender offer or redemption rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are

record holders or hold their shares in street name, to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two

business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Companys DWAC

(Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holders option.

The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in

connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly

redeem its shares.

Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination

if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of

a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.

However, we expect that a draft proxy statement would be made available to such stockholders well in advance of

such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation.

Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The

Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System.

The transfer agent will typically charge the tendering broker a fee of approximately $80 and it would be up to the broker whether or not to pass this cost on to the

redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights

regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies.

order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders vote on an initial business combination, and a holder could simply vote against

a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would contact such stockholder to arrange for him

or her to deliver his or her certificate to verify ownership.

As a result, the stockholder then had an option window after the completion of the business combination during which he or she could monitor the price of the companys

stock in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which

stockholders were aware they needed to commit before the stockholder meeting, would become option rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.

The requirement for

physical or electronic delivery prior to the meeting ensures that a redeeming holders election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days

prior to the scheduled date of the stockholder meeting set forth in our

proxy materials, as applicable (unless we elect to allow additional withdrawal rights).

Furthermore, if a holder of a public share delivered its certificate in connection with an election of

redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the

funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights

would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination until February 12, 2023 or

during any extended time that we have to consummate a business combination beyond such date as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an Extension Period) .

Redemption of public shares and liquidation if no initial business combination

Our amended and restated certificate of incorporation provides that we will have only until February 12, 2023 to complete our initial business

If we have not completed our initial business combination within such period or during any Extension Period, we will:

(1) cease all operations except for the purpose of winding up;

(2) as promptly as reasonably possible but

not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which

interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders rights as

stockholders (including the right to receive further liquidating distributions, if any);

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,

dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our

warrants, which will expire worthless if we fail to complete our initial business combination within the prescribed time period.

stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares

held by them if we fail to complete our initial business combination within the prescribed time period.

However, if our sponsors or any of our officers, directors or any of their respective affiliates then hold any public shares, they will be

entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.

Our sponsors, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and

restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial

business combination by February 12, 2023 or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless we provide our public

stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

However, we may not redeem our public shares in an amount that would cause our net tangible assets to be

less than $5,000,001 following such redemptions.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as

payments to any creditors, will be funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

However, if those funds are not sufficient to

cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of

up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and

the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by stockholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have

higher priority than the claims of our public stockholders.

We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00.

Risk Factors If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than

$10.00 per share and other risk factors described above.

Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable,

if there are sufficient assets.

These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders.

While we intend to pay such amounts, if any, we cannot assure you that we will have funds

sufficient to pay or provide for all creditors claims.

Although we will seek to have all vendors, service providers (other than our independent

registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the

benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to

fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the

funds held in the trust account.

If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an

agreement with a third party that has not executed a waiver if management believes that such third partys engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third

party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver

or in cases where we are unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any

negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent

any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per

public share;

or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may

be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering

against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for

such third-party claims.

We have not independently verified whether our sponsor, which is a newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our sponsors only assets are securities of our company

and, therefore, our sponsor may not be able to satisfy those obligations.

We have not asked our sponsor to reserve for

such obligations.

Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.

As a result, if any such claims were successfully made against the trust account,

the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.

In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount

per share in connection with any redemption of your public shares.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below:

(1) $10.00 per public share;

or (2) such lesser amount per public share held in

the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to

satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification

While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment may choose not to do so in certain instances.

For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a

favorable outcome is not likely.

Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per public

Please see Risk Factors If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders

may be less than $10.00 per share and other risk factors described above.

We seek to reduce the possibility that our sponsor will have to indemnify

the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute

agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against

certain liabilities, including liabilities under the Securities Act.

We have access to a portion of the proceeds of our initial public offering and the sale of the private placement units with which to pay any such potential claims (including costs

and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient,

stockholders who received funds from our trust account could be liable for claims made by creditors.

Under the DGCL, stockholders may be held liable for

claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we

do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law.

If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended

to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to

stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholders pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder

would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public

stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period, is not considered a liquidating distribution under Delaware law and such redemption distribution

is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in

the case of a liquidating distribution.

If we have not completed our initial business combination by February 12, 2023 or during any Extension Period, we will:

(1) cease all operations

except for the purpose of winding up;

(2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,

which redemption will completely extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any);

and (3) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following the end of our acquisition period and, therefore, we do not intend to comply with those procedures.

As such, our stockholders could potentially be

liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time

that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years.

However, because we are a blank check company, rather than an operating company, and our

operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

As described above,

pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do

business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.

As a result of

this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote.

Further, our sponsor may be liable only to the extent

necessary to ensure that the amounts in the trust account are not reduced below:

(1) $10.00 per public share;

or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to

reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and

except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a

third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

If we file a bankruptcy petition or an

involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties

with priority over the claims of our stockholders.

To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders.

Additionally, if we file a bankruptcy

petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a preferential

transfer or a fraudulent conveyance. As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to

our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that

claims will not be brought against us for these reasons.

Please see Risk Factors If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy

petition is filed against us that is not dismissed, a bankruptcy court may seek to recover

such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to

claims of punitive damages.

A public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of:

(1) the completion of our initial business combination and then, only in connection with those public shares that such stockholder has properly elected to redeem, subject to the limitations described in this Annual Report;

redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection

with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 12, 2023 or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity;

and (3) the redemption of all of our public shares if we have not completed our initial business combination by February 12, 2023, subject to applicable law.

no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination, a stockholders voting in

connection with our initial business combination alone will not result in a stockholders redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights

described above.

Holders of warrants will not have any rights of proceeds held in the trust account with respect to the warrants.

Amended and Restated

Certificate of Incorporation

Our amended and restated certificate of incorporation contains certain requirements and restrictions that will apply to

us until the consummation of our initial business combination.

If we seek to amend any provisions of our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in

connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by February 12, 2023 or (B) with respect to any other provision relating to stockholders

rights or pre-initial business combination activity, we will provide public stockholders with the opportunity to redeem their public shares in connection with any such vote.

Our initial stockholders, officers

and directors have agreed to waive any redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with any such amendment.

Specifically, our amended and restated certificate of

incorporation provides, among other things, that:

prior to the consummation of our initial business combination, we shall either:

(1) seek stockholder

approval of our initial business combination at a meeting called for such purpose, in connection with which, stockholders may seek to redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against the

proposed transaction, into their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest

shall be net of taxes payable);

or (2) provide our public stockholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share

of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), in each case

subject to the limitations described herein;

we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001

upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of our common stock voted are voted in favor of the business combination at a duly held stockholders meeting;

if we have not completed our initial business combination by February 12, 2023, we will:

(1) cease all

operations except for the purpose of winding up;

(2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per per-share price, payable in

cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest

shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders rights as stockholders (including the right to receive further liquidating distributions, if any);

and (3) as promptly as reasonably possible following such redemption, subject to the approval of our

remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

prior to our initial business combination, we may not issue additional shares of capital stock that would entitle

the holders thereof to (1) receive funds from the trust account or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination or any amendments to our amended and restated certificate of

incorporation.

These provisions cannot be amended without the approval of holders of at least a majority of our outstanding common

Additionally, our amended and restated certificate of incorporation provides that, prior to our initial business combination, only holders of our

Class B common stock will have the right to vote on the election of directors and that holders of a majority of the outstanding shares of our Class B common stock may remove a member of the board of directors for any reason.

provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting.

Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative

vote of holders of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders.

We encounter intense

competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for

the types of businesses we intend to acquire.

Many of these individuals and entities are well-established and have extensive experience

in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human and other resources or more local industry knowledge

than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there will be numerous target businesses we could potentially acquire with the net proceeds of our initial

public offering and the sale of the private placement units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

Our sponsors or any of their

affiliates may make additional investments in us, although our sponsors have no obligation or other duty to do so.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they

potentially represent, may not be viewed favorably by target businesses.

Any of these factors may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.

We currently have two officers

and do not intend to have any full-time employees prior to the completion of our initial business combination.

Members of our management team are not obligated to devote any specific

number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time

that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We have registered our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the

requirement that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public

We will provide stockholders with audited financial statements of the prospective target business as part of the tender

offer materials or proxy solicitation materials sent to stockholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared in accordance with GAAP.

We cannot assure you that any

particular target business selected by us as a potential acquisition candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with

To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the

Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited.

A target company may not be in compliance with the provisions of the

Sarbanes-Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such

RISKS FACTORS SUMMARY

An investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in the

section entitled Risk Factors, alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results.

In that event, the trading price of our securities could

decline, and you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

we are a newly formed company with no operating history;

delay in receiving distributions from the trust account;

lack of opportunity to vote on our proposed business combination;

lack of protections normally afforded to investors of blank check companies;

deviation from acquisition criteria;

issuance of additional equity and/or debt securities to complete a business combination, which would dilute the

interest of our stockholders;

third-party claims reducing the per-share redemption price;

negative rate of interest for securities in which we invest the funds held in the trust account, which could

reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be reduced;

failure to enforce our sponsors indemnification obligations;

holders of warrants could be limited to exercising warrants only on a cashless basis if we do not

file and maintain a current and effective prospectus relating to the common stock issuable upon exercise of the warrants;

the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;

ability to successfully effect a business combination and to be successful thereafter, which will be totally

dependent upon the efforts of our key personnel;

conflicts of interest of our officers and directors in determining whether a particular target business is

appropriate for a business combination;

the delisting of our securities by Nasdaq;

ability of our stockholders to conduct conversions in connection with our initial business combination pursuant

to the tender offer rules;

non-comparable performance against other public companies;

ability to only complete one business combination, causing dependence on a single business which may have a

limited number of products or services;

our competitors may have advantages over us in seeking business combinations due to our structure;

ability to obtain additional financing, if required, to complete a business combination or to fund the operations

and growth of the target business;

our initial stockholders controlling a substantial interest in us and may influence certain actions requiring a

stockholder vote;

immediate and substantial dilution from the purchase of our shares of common stock;

outstanding warrants could have an adverse effect on the market price of our common stock;

disadvantageous timing for redeeming unexpired warrants;

the exercise of registration rights by our security holders may have an adverse effect on the market price of our

shares of common stock;

the requirement to complete an initial business combination within 24 months may give potential target businesses

leverage over us in negotiating a business combination;

the impact of the coronavirus (COVID-19) pandemic and the status of debt

and equity markets;

resources spent researching acquisitions that are not consummated;

there is currently no market for our securities and a market for our securities may not develop;

changes in laws or regulations, or our failure to comply with any laws and regulations;

cyber incidents or attacks directed at us, resulting in information theft, data corruption, operational

disruption and/or financial loss;

uncertain or adverse U.S.

federal income tax consequences.

We were incorporated in Delaware as Foresight Acquisition Corp.

on August 20, 2020.

On December 3, 2021 (the “Closing Date”), P3 Health Partners Inc.

(f/k/a Foresight Acquisition Corp.

(“Foresight”)) completed the Business Combinations (defined and discussed more fully below) with P3 Health Group Holdings, LLC, a Delaware limited liability company (“P3 Health Group Holdings”).

Upon completion of the Business Combinations, we changed our name to P3 Health Partners Inc., and we were organized in an “Up-C” structure in which P3 Health Partners Inc.

directly owned approximately 17.1% of P3 Health Group, LLC (“P3 LLC”) and became the sole manager of P3 LLC.

The Business Combinations

The Business Combinations were effected pursuant to (1) an agreement and plan of merger, dated as of May 25, 2021 (as amended, the “Merger Agreement”), by and among Foresight, P3 Health Group Holdings and FAC Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Foresight (“Merger Sub”), and (2) the transaction and combination agreement, dated as of May 25, 2021 (as amended, the “Transaction and Combination Agreement”), by and among Foresight, FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Foresight (together with FAC-A Merger Sub Corp., the “Merger Corps”), CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC, a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), CPF P3 Splitter, LLC, a Delaware limited liability company, Chicago Pacific Founders Fund-A, L.P., a Delaware limited partnership, and Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership (together with Chicago Pacific Founders Fund-A, L.P., the “Blocker Sellers”), pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of Foresight (collectively, the “Business Combinations”).

Following the closing of the Business Combinations (the “Closing”), substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC.

Unless the context otherwise requires, “we,” “us,” “our,” “P3” and the “Company” refer to the combined company and its subsidiaries.

“Foresight” refers to the Company prior to the Closing, and “P3 LLC” refers to (i) with respect to periods prior to the consummation of the Business Combinations, FAC Merger Sub LLC, a Delaware limited liability company, and (ii) with respect to periods after the consummation of the Business Combinations, the surviving entity of the P3 Merger, which was renamed P3 Health Group, LLC.

The Business Combinations resulted in the presentation of the Company’s financial statements on different bases for the period December 3, 2021 through December 31, 2021 (the “Successor Period”);

and the period January 1, 2021 through December 2, 2021 and the fiscal years ended December 31, 2020 and 2019 (the “Predecessor Periods”).

The Company has not provided pro forma statements of operations and cash flows for the years ended December 31, 2021, 2020 and 2019.

Accordingly, references to certain financial results in 2021, 2020 and 2019 may not be comparable.

Recent Acquisitions

On December 27, 2021 and December 31, 2021, respectively, the Company acquired the net assets of Omni IPA Medical Group, Inc.

(“Omni”) and 100% of the equity interests of Medcore Health Plan, Inc.

(“Medcore HP”) for a total purchase price of $40.0 million, including contingent consideration of $3.4 million (together, the “Medcore Acquisition”).

Medcore HP is a health plan licensed under the California Knox-Keen Health Care Service Plan Act of 1975 (the “Knox Keene Act”) and Omni is an independent practice association located in California.

Omni serves as Medcore HP’s contracted physician network providing medical services to Medcore HP’s patients and members.

California’s Knox Keene Act requires entities that participate in downstream risk-sharing arrangements, including global risk and value-based care arrangements, to be licensed health plans.

P3’s acquisition of Medcore HP allows P3 and its network of providers to participate in global risk and value-based care arrangements with California payors.

Through this transaction, P3 intends to replicate its affiliate model to contract with local physicians and grow P3’s network in California.

P3 is a patient-centered and physician-led population health management company.

We strive to offer superior care to those patients that we serve.

Founded and led by physicians, P3 is a team of doctors, clinicians and healthcare professionals with a shared passion for delivering value-based care (“VBC”).

We believe our team’s more than 20 years of experience in value based care and population health management, combined with our strong payor relationships, large community-based physician networks and custom technology platform uniquely position us to empower physicians, align incentives for healthcare providers and payors and improve the clinical outcomes for the communities we serve.

As fellow healthcare professionals, we understand the challenges physicians face when providing value-based care.

We have leveraged that expertise to build our “P3 Care Model.” The key attributes that differentiate P3 include:

1) patient centricity, 2) physician leadership, and 3) our delegated/integrated care model.

Tactically, we typically leverage the community’s existing healthcare infrastructure to build a strong network of local physicians.

We primarily contract with local physicians to enter the P3 network using an affiliate model, rather than building and staffing our own clinics or acquiring individual practices.

By doing so, we preserve the existing patient-physician relationship, allow physicians to maintain their independence and have a built-in patient panel on Day 1.

We then align physician incentives and provide our team tools and technology to support our physician partners in a value-based care system and care for the patients we have the honor and privilege to serve together.

These affiliated physicians provided care to approximately 90% of our primary care physicians as of December 31, 2021.

We augment these affiliate partnerships with employed Primary Care Physicians (“PCPs,”), P3 operated clinics and wellness centers.

Furthermore, unlike our peers, we offer a broad delegated care model in which we take on the responsibility to reshape the local healthcare market to provide high quality care for patients throughout the care continuum.

We operate in the $830 billion Medicare market, which covers approximately 63 million eligible lives.

This segment is supported by numerous tailwinds.

Approximately 60% of Americans suffer from a chronic disease with 40% suffering from two or more.

Additionally, over 10,000 individuals age into Medicare each day, with 42% choosing Medicare Advantage plans.

Our core focus is the Medicare Advantage market, specifically counties where there are over 10,000 MA eligible lives.

MA spending is expected to grow 7% to 8% annually and Medicare Advantage plan penetration of the Medicare beneficiary population is projected to increase from 42% of the overall Medicare market in 2021 to 51% of the overall Medicare market by 2030.

In Medicare Advantage, the Centers for Medicare & Medicaid Services (“CMS”) pays health plans a monthly sum per member to manage all health expenses of a participating member.

Our platform focuses exclusively on Medicare Advantage and manages the needs of our members through subscription-like per-member-per-month (“PMPM”) arrangements with health plans or payors.

From there, the economics of our care model are further impacted by our ability to drive total cost of care savings and bend the cost curve.

Our model allows us to “do well” while also “doing good.”

healthcare system is ripe for change and disruption, and we believe that the P3 Care Model is distinctly situated to address several pain points, including:

● Unsustainable and rising healthcare costs.

● Inadequate access to primary care and PCP shortages.

● Sub-optimal quality of care and sub-optimal clinical outcomes.

● PCP burnout and dissatisfaction.

● Difficulty in maintaining PCP independence.

● Limited collaboration between PCPs and payors.

We overcome these hurdles with a differentiated model that we believe is an attractive option for patients, physicians and payors.

P3 honors the existing social and moral contract between patients and their PCPs, partnering with local physicians using an affiliate model.

We risk-stratify our patients to help our physician partners prioritize care for those who need it the most.

We also provide care teams to serve as an extension of the physician’s practice.

These teams provide wraparound services to our patients and collaborate with the patients’ caregivers to ensure patients have the tools to successfully navigate their healthcare journey across the care continuum.

We have made significant investments in technology to customize patient care management plans.

Taken as a whole, our P3 Care Model helps facilitate enhanced clinical outcomes for our key stakeholders, resulting in a 99% physician retention rate, 97% patient satisfaction rate, 35% reduction in hospitalizations and 36% reduction in emergency department visits.

We are led by one of the most experienced management teams in population health.

Our executive team has a track record of more than twenty years in the healthcare industry.

These years of experience have fostered strong relationships in the managed care, physician and payor segments.

This is paired with a deep understanding of physicians, patients, technology, payments and branding.

Lastly, the core of our care model is based on their collective years of experience in medical cost management.

We believe these critical facets position our team to successfully navigate and enable the shift to patient-centric, physician-led, value-based care.

Challenges Facing the Healthcare Industry Today

We believe that the misaligned incentives in the fee-for-service (“FFS”) healthcare payment model and the fragmentation between physicians and care teams across different points in a patient’s care journey has led to sub-optimal clinical outcomes, limited access, high spending and unnecessary variability in quality of care.

We believe that a platform such as ours, which helps to realign incentives and focuses on treating the full patient, is uniquely positioned to address these healthcare challenges.

Unsustainable and rising healthcare costs

The United States spent $3.8 trillion, representing 18% of GDP, on healthcare in 2019.

National health expenditures are projected to grow 5.4% per year from 2019 to 2028, according to CMS, outpacing both GDP and inflation expectations.

While representing only 18% of the United States population, the 65 and older age group accounted for 34% of all healthcare spending in 2019, with an average spend of $19,098 per person, three times higher than that of working adults and five times higher than that of children.

This segment is growing faster than the rest of the population and is projected to reach 22% of the United States population by 2050.

Healthcare expenditures are particularly concentrated in this age group in large part due to the high rate of chronic conditions, whose treatment accounted for 94% of Medicare spending.

Rising healthcare costs disproportionally impact low and middle income seniors, who often embrace Medicare Advantage plans.

This is our area of focus given we believe we can have the greatest clinical and financial impact on this population.

Improved care management of seniors is critical to reducing the rapid growth in U.S.

healthcare spending.

Inadequate access to primary care and PCP shortages

spends only 5% to 7% of its healthcare dollars on primary care compared to an average of 14% spent by Organization for Economic Cooperation and Development (“OECD”) nations.

Driven by this underinvestment, 1 in 4 Americans do not have access to essential primary care.

Going forward, the PCP shortage is slated to worsen:

by 2030, there will only be 306,000 primary care physicians in the nation, representing an approximately 40% decline from the number of physicians in 2020.

The current fee-for-service reimbursement model leads to relatively lower pay for PCPs as well as fewer quality touchpoints with patients.

We believe that factors like these directly contribute to fewer physicians considering, or staying, in the field of primary care.

Sub-optimal quality of care and clinical outcomes

According to a 2015 Commonwealth Fund report, the United States spends significantly more on healthcare as a share of the economy-nearly twice as much as the average OECD country of 8.8%.

Despite this, 40% of U.S.

Americans have two or more chronic conditions.

According to the Healthcare Quality and Access (HAQ) Index research completed by the Kaiser Family Foundation, the U.S.

ranks last among comparable countries with the highest hospitalization rates from preventable causes and the highest avoidable deaths.

In addition to these sub-optimal clinical outcomes, consumers are increasingly dissatisfied with their healthcare experience, with 81% reporting dissatisfaction according to Prophet and Camden Group, largely due to quality of care and lack of care coordination.

PCP burnout and dissatisfaction

The traditional FFS model values quantity over quality, which has been shown to lead to physician burnout and jeopardizes the long-term sustainability of the independent primary care business model.

According to a 2018 report, more than 50% of physicians show signs of burnout.

In 2018, the Physicians Foundation reported that 40% of U.S.

physicians saw between 11-20 patients per day and nearly 28% saw between 21 and 30.

As average reimbursement rates decline in an FFS model, physicians would need to continually increase the number of patients seen to sustain their practice.

Beyond clinical burdens, over 50% of primary care physicians report feeling unfairly compensated.

Difficulty in maintaining PCP independence

Small physician practices deliver the majority of care in the U.S.—with 53.7% of physicians working in practices with 10 or fewer physicians, per a 2021 American Medical Association report.

That report also found that 2020 was the first year in which a minority (49.1%) of PCPs worked in a practice that was wholly owned by physicians (e.g., private practice).

This represented a decrease of approximately 5% from 2018 (54.0%).

In our experience, physicians who have chosen to work at smaller practices throughout their careers tend to do so because they value their independence.

Given the increasingly significant financial and administrative burdens, these physicians are generally unable to maintain independence while effectively transitioning to a value-based care model.

We believe that allowing them to maintain their independence increases their engagement with population health management practices, which is key to transforming the healthcare system.

Limited collaboration between PCPs and payors

Over the years, we have seen that payors recognize the importance of PCPs in directing and managing total cost of care.

Payors have attempted to increase their proximity to primary care physicians through acquisitions and investments in care delivery services and technologies.

However, a payor’s ability to impact physician workflows continues to be structurally limited by the multi-payor nature of most physician practices.

This makes it challenging for any single payor to achieve the level of integration we believe is needed to improve clinical engagement and effectively manage healthcare costs.

We believe this creates significant opportunity for a platform to partner directly and create alignment between payors and physicians.

We Deliver Value-Based Care to the Fastest Growing Market in Healthcare

A need for a new payment structure and an aging U.S.

Historically, healthcare in the U.S.

has been focused on reacting to acute events, which resulted in the development of the FFS payment model.

The FFS model unintentionally incentivizes the volume of patients and services performed rather than the quality of services and care—resulting in a deprioritization of preventative services and overall health of the patient.

Beyond sub-optimal clinical outcomes, FFS results in significant healthcare spend.

As 10,000 seniors age into Medicare each day and prevalence of chronic conditions increases, the need for lower healthcare spend leads the push towards value-based care and additional offerings such as Medicare Advantage.

Value-based care and Medicare Advantage

Medicare Advantage serves as an alternative to traditional Medicare.

Medicare Advantage is an integrated plan that includes both Part A and Part B coverage.

Most Medicare Advantage plans also offer Part D, vision, hearing, dental and other benefits.

Typically, the out-of-pocket costs are lower for Medicare Advantage plans than traditional Medicare, but patients are limited to seeing physicians within the plan’s network and some coverage of certain specialty services may require PCPs’ referrals and plan authorizations.

Medicare Advantage has been well received since it was introduced, with penetration among Medicare beneficiaries increasing from 13% in 2004 to 39% as of 2020 and is projected to increase to 51% by 2030.

This trend reflects the understanding that Medicare Advantage plans are financially and clinically valuable to Medicare eligible patients.

Our Market Opportunity

We believe there is significant white space opportunity.

As of December 31, 2021, P3 contracted with 2,100 primary care physicians an increase of 40% from 1,500 at December 31, 2020.

This represents less than 1% of the total number of PCPs in the U.S.

of approximately 496,000.

The industry is primed for a platform like ours, which allows physicians to remain independent while accessing financial resources and infrastructure to support a value-based care model.

We believe our total addressable market is represented by the approximately 63 million Americans (approximately 18% of the total population) who were enrolled in either traditional Medicare or Medicare Advantage nationally in 2020.

This represented $830 billion of annual spend.

Within this, we believe our core addressable market to be the Medicare Advantage market, specifically within moderate-to-highly populated Medicare Advantage eligible dense counties, which we define as having greater than 10,000 Medicare eligible lives.

By multiplying these approximately 26 million Medicare Advantage members by an average $1,000 per member per month spend, we estimate this represents a core addressable market size of approximately $300 billion.

The P3 Care Model

Patient-Centric

Patient wellness, not sickness.

The VBC model rewards superior clinical outcomes and value delivered to the patient.

With this in mind, we built our model to consider the whole patient rather than individual illnesses as they arise.

We work with our physician partners to develop a holistic view of a patient’s health over time to understand the most effective methods to empower their patients to actively participate in and better manage their health (e.g., medication adherence, complete understanding of potential impediments to receiving care).

Robust care teams.

We staff dedicated care managers and care navigators to help ensure end-to-end patient care across the full continuum.

Care navigators are responsible for day-to-day patient care (e.g., scheduling appointments, assisting with check-ins, etc.).

Care managers, on the other hand, tend to have more medical responsibilities (e.g., reviewing patient charts, coordinating care with PCPs, ensuring appropriate documentation) and serve as a communication point across care teams.

Together, they complement our network of physicians and enable the highest quality of care for our patients—ensuring they are being seen at the right time by the appropriate physician and all corresponding documentation and communication has been streamlined.

Personalized care.

Using the P3 Technology Platform for integrated data reporting, physicians can stratify their patient panels based on risk.

Identifying patients who are high risk (or rising risk) helps prioritize those patients who may need to be seen more often or require additional resources to improve their health.

Additionally, our tailored tech suite provides our physician partners with detailed insights to understand what is driving individual patient clinical outcomes and medical costs.

Leveraging this data, we then collaborate with physicians to build individualized, longitudinal care plans, catered to the needs of individual patients.

Physician-Led

Collaborative and supportive partnerships.

As former physicians, we have a deep understanding of the way in which physicians are trained.

In our experience, most physicians not only understand the value of a VBC model, but also want to provide their patients with the highest quality care.

However, the way in which most physicians today were trained caters to an FFS model.

To support the VBC model, we provide training to physicians on best clinical practices based on nationally recognized care guidelines.

As a result, we have seen physicians deliver cost saving, quality healthcare.

Unlike some of our peers, we typically enter markets with our affiliate physician model and contract directly with physician groups or independent physicians to enter the P3 network rather than primarily building and staffing our own clinics or acquiring physician practices.

By doing so, we preserve the existing patient-physician relationship and create a built-in patient panel on Day 1.

Affiliate physicians retain their independence, while gaining access to P3’s teams, tools and technologies that are key to success in a value-based care model.

P3’s care teams become an extension of each physician’s office and support our collective patients to navigate the health care system, collaborate with caregivers, and enable a successful health care journey.

All P3 affiliated physicians must pass an annual credentialing process and maintain compliance with all regulatory standards.

Aligned incentives.

Our model properly aligns physicians’ incentives with clinical outcomes, ensuring patients receive the optimal care they deserve.

To do this, we offer several types of incentive-based payments to our affiliated physicians.

First, as physicians join our network, we continue to pay them on an FFS basis per visit, or structure a contract to offer a monthly, fixed, capitated payment for each patient paneled to their practice.

Additionally, we provide quality incentive payments to our physician partners as they close quality gaps in care, enable patient access and improve documentation.

Finally, as improved clinical outcomes result in reduced medical costs, we share the savings between P3 and our physician partners.

These contracts were built with the physician in mind, which is reflected in our results—a 99% physician retention rate from 2018 through December 31, 2021.

Aligning physician incentives with performance on growth, quality, patient disease documentation, and medical expense creates better economics within their practices.

Broad Delegated Care Model

Reshaping local healthcare.

In the United States, 5% to 7% of medical spend occurs in the PCP office.

The remaining 93% to 95% occurs outside of the PCP office.

Our more than 20 years of experience in the population health management space has allowed us to build the capabilities to better control and manage the delivery of services across the full care continuum.

Our team has the ability to take on additional services from our payor partners, including:

networking, credentialing, utilization management and claims processing.

In order to take on these functions, our teams must pass regular delegation audits by CMS as well as our payor partners.

By assuming responsibility for the patient’s entire care experience, we can tailor care provision and coordination to their individual needs.

We take on this added burden, as it allows us to reshape the local healthcare market and accelerate the shift from a FFS to a VBC model.

Delegated services.

Through delegation, we can build local networks of physicians and specialists to meet the needs of our patients.

By creating a captive network, we ensure that our network of physicians and specialists are properly educated on best clinical practices based on national recognized care guidelines.

Furthermore, delegation allows us to align incentives across the full continuum, not just the PCP office.

With additional tools like utilization management, we ensure that quality care is delivered in the appropriate care setting.

To help with care delivery effectiveness, we perform concurrent reviews to manage acute and post-acute hospitals for length of stay and appropriateness.

Finally, by taking on responsibility for processing and paying claims, we are able to ensure the appropriate payment for the appropriate care.

Ownership over claims creates value and helps to accelerate the reduction of unnecessary medical costs.

P3 Technology/Health Hub

The backbone of our P3 Care Model is our proprietary technology platform—P3 Technology/Health Hub—which enables physicians, care teams, patients and their family members to engage in the care journey.

Our platform was purposefully built as a data and technology-enabled care ecosystem that drives preventive rather than reactive care.

P3 Technology/Health Hub integrates clinical and claims data from 250+ disparate data points each month from payors, outpatient and inpatient facilities and other ancillary care settings.

By using P3 Technology/Health Hub at the time of patient onboarding, we are able to assign patient risk levels using our proprietary risk stratification tool that leverages multiple parameters to prioritize patients who require additional resources.

We continually collect data on patients from multiple sources so our care teams can proactively and dynamically deliver individualized care based on changes to a patient’s health profile.

For example, within approximately 12 hours of a hospitalization—even out of state—our physician partners are notified and alerted to the patient’s clinical status.

Our care managers also monitor patient care and provide physicians with insights to enable additional care across settings and locations.

These factors create a positive feedback loop, whereby our technology accelerates clinical outcomes, improving strong performance, and further growing our business.

The P3 Technology/Health Hub is built on multiple products, including:

Provider Portal .

This physician-facing product enables our physician partners to understand, care for and monitor their patients.

Physicians can access a risk stratified patient list based on historical diagnoses, suspect diagnoses, ER visits, chronic comorbidities and socio economic factors, among others.

By using this, P3 is able to present physicians with care opportunities, Healthcare Effectiveness Data and Information Set (“HEDIS ® ”) gaps in care and drug substitution opportunities, which directly translate into stronger cost management.

Analyzing the risk-stratified patient-level data helps physicians and office staff strategize patient scheduling to optimize their resources and work hours to meet the healthcare needs of the patients that need the most care.

Provider Portal also generates additional possible conditions that the physicians can screen for during patient visits.

This exercise gives physicians a longitudinal view of patients’ health and any potential medical conditions they may have developed since their last annual wellness visit.

This represents an important opportunity for physicians to address the conditions which otherwise may have been missed during initial health reviews of the patient.

Provider Portal is also used by our internal certified coders to review and reconcile claims data with EMR and charts data.

This provides P3 an opportunity to capture dropped or missed codes documented in the patient’s medical record that were not properly converted during the initial submission of claims by our physician partner offices.

This practice also ensures that the diagnosis data that is submitted to health plans is validated with appropriate supporting documentation for seamless acceptance by CMS for year-over-year risk calculation for our patients.

P3 Care Connect .

P3 Care Connect is a comprehensive management tool used by P3 care management, utilization management and concurrent review teams.

P3 Care Connect enables P3 care managers to provide concierge and individualized care for specific, high-risk and special needs populations.

This capability allows our platform and its constituents to deliver highly impactful clinical programs aimed to reduce cost and improve clinical outcomes while optimizing efficiency.

Care orchestration through a combination of program management, cohort building, care plan and assessment builders help our care managers build more intelligent care plans.

P3 Care Connect allows our care and medical management teams to process prior authorizations, track P3 patient referrals within our network throughout the care continuum and manage a concurrent review for inpatient services through an automated platform that improves efficiency and auditability of existing business workflows.

This tool also enables a streamlined communication between P3 and primary care physicians, specialists and other ancillary care physicians who are involved in the care of our patients.

Analytic Management Tools .

Analytic Management Tools is a business intelligence platform that converts data into visualizations and real-time metrics to empower decision making at every level across the organization.

It helps our administrative teams deliver a data driven approach for a better, more engaged physician experience and act as a support system to their practices.

This tool combines data management with data analysis to evaluate and transform complex data sets into meaningful, actionable information used to support effective strategic, tactical and operational insights.

It also provides comprehensive information that drives performance to improve clinical outcomes and quality of care and creates physician profiles and cost analysis to improve healthcare management.

With an embedded Risk Adjustment engine, it allows the organization to determine the burden of illness for our patients while providing stratification clinical data to physicians.

Our Value Proposition

Our P3 Care Model is effective, differentiated and represents a ‘win’ for all key stakeholders.

Our P3 Care Model of partnering with local physicians allows patients to maintain their relationship with their existing physicians.

We believe this is key to delivering stronger clinical outcomes and support for our patients, as evidenced by our patient satisfaction rate of 97%.

Our model deploys care teams for each individual patient to assist in the continuity and coordination of care.

This support allows for seamless interactions across multiple physicians and various care settings.

Connectivity minimizes unnecessary progression of disease or downstream care, which is evident in our results.

In 2019, we achieved a 35% reduction in hospitalizations, based on P3’s hospital admission rate per thousand of 161 in Arizona compared to the local Medicare benchmark of 248.

Additionally, in 2019, we achieved a 36% reduction in ED visits based on P3’s emergency department claims per thousand of 357 in Arizona, compared to the local Medicare benchmark of 557.

We believe our model supports and empowers physicians, care teams, and practices in their transition from a traditional FFS to a VBC model.

Importantly, we enable physicians to implement VBC protocols while maintaining their independence.

Additionally, our P3 Care Model leverages an innovative technology suite that provides physicians with the tools to drive better clinical outcomes.

Enabling physicians to own much of this process also allows for improved personal satisfaction on their journey to value-based care, resulting in our 99% physician retention rate from 2018 through December 31, 2021 on our network of approximately 2,100 physicians at December 31, 2021.

The P3 model is differentiated in our ability to also partner directly with payors.

We have a proven ability to manage medical costs and improve clinical outcomes of our lives under management on behalf of our payor partners.

This is evidenced by the receipt of inbound partnership requests from payors to improve growth, quality and profitability in their markets.

We believe there is a significant and growing demand from payors as they capitate risk and transition to value-based care.

Competitive Differentiation

Broad delegated care model

Under our at-risk model, we are financially responsible for the medical costs associated with our attributed patients across the care continuum.

In the United States, 5% to 7% of medical spend occurs in the PCP office.

The remaining 93% to 95% occurs outside of the PCP office.

Our broad delegated care model enables us to better manage and control critical aspects of care beyond the PCP office.

By taking on additional, delegated services from our payor partners, including networking, credentialing, utilization management and claims processing, we can better control care delivery, align incentives across the care continuum, and ensure that quality care is delivered and paid for in the appropriate care setting.

Rapidly scalable, capital efficient model

We have demonstrated the rapid scalability of our model with organic revenue growth of 94% from 2018 to 2021.

This is in part due to the capital efficiency of our affiliate model and in part due to our ability to grow through multiple channels.

Because we primarily partner with physicians and physician groups or payors, we do not need to build brick and mortar clinics or acquire practices to enter a new market.

Therefore, we require less upfront capital to enter a market and can take the time to establish a market presence and build patient recognition and familiarity as well as other relationships before investing significant funds.

While many of our competitors employ the buy / build or joint-venture partnership model, our approach has a minimal “ramp-up” period and thus a faster expected near-term path to profitability.

Furthermore, our ability to effectively leverage existing physician bases across the U.S.

accelerates our speed to scale.

Highly experienced management team

P3 is a four-year-old company, 20 years in the making.

Our management team has extensive experience in population health management, the Medicare Advantage space, and leading the transition to value-based care throughout the United States.

Our executive team has worked hard to build cultural alignment around our vision to transform healthcare.

This vision and values permeate throughout our organization and are embraced by our employees and partners.

Furthermore, our executive team has been thoughtful and strategic about fostering a culture of mentorship to pass on their extensive industry knowledge to future P3 leaders.

Virtuous growth cycle

Our model incentivizes all constituencies across the care spectrum to work together by aligning incentives directly based on growth, care quality, patient disease documentation, and medical expense improvements.

Our model creates better physician economics within their practices.

When all constituencies benefit, we all capture the meaningful value generated by the P3 Care Model by improving clinical outcomes and decreasing the cost of care.

Our ability to drive savings allows us to continuously innovate, support our physician partners and engage patients on the P3 platform.

Our Growth Strategy

We intend to utilize our competitive strengths and capitalize on favorable industry trends to increase our footprint within our current markets and across new states and counties to ultimately increase the number of physicians and patients we serve.

Additional membership through current relationships.

Recent data suggests that the number of Medicare-eligible patients and Medicare Advantage penetration rates will continue to increase in the upcoming years.

We believe that this trend will translate into increased coverage by our current payor partners in our existing markets.

As these new patients enroll in Medicare Advantage through our payors, they become attributed to our platform with little incremental cost to us.

Furthermore, we believe our physician partners will also increase their patient coverage as the number of available Medicare Advantage lives increases.

We expect to be favorably positioned to benefit from this source of growth, bolstered by the sticky physician-patient relationship and our platform’s ability to assist our physician partners in more effectively managing healthcare quality, patient experience and cost.

Expansion in current markets.

Based on our ability to provide a compelling value proposition for physicians looking to shift to value-based care while remaining independent, we believe there is significant opportunity to grow lives in our current markets in Arizona, Nevada, Florida and Oregon.

Additionally, we have the opportunity to expand our existing membership base through our payor partners’ presence in our current markets.

Expansion into adjacent markets.

Once we establish a presence in a geography, we are then able to leverage our regional infrastructure and our relationships with payors as we expand into adjacent geographies.

We are more easily able to deploy this ‘land and expand’ strategy once we have established the P3 brand in a particular market.

Expansion into new markets.

We are constantly evaluating our pipeline of opportunities to continue growing our membership.

Based on our analysis and experience to date, we have identified a list of target markets that we believe are ideal candidates for the P3 Care Model, whether across physicians or payors.

We can facilitate this growth through new payor contracts, new network partnerships via joint ventures or expanding into a new market as part of an existing payor contract.

We target entering 3-5 new markets each year based on this proven strategy.

Execute on accretive acquisitions.

While our growth to date has been organic, we believe there are additional robust opportunities to acquire additional lives across both physicians and payors.

The healthcare industry is highly competitive and fragmented.

Our primary competition remains the status quo, FFS environment that much of the healthcare system operates in today.

We currently face competition in every aspect of our business, including in offering a favorable reimbursement structure for existing physician partners and attracting payors and physician partners who are not contracted with us, from a range of large and medium-sized local and national companies that provide care under a variety of models that could attract patients, providers and payors.

Our primary competitors in the population health management space include Oak Street Health, Cano Health and Agilon Health, in addition to numerous local provider networks, hospitals and health systems.

Moreover, large, well-financed payors have in some cases developed their own managed care services tools and may provide these services to their physicians and patients at discounted prices, or may seek to expand their relationships with additional competing physicians or physician networks.

Other organizations may also seek to apply specialized services or programs, including providing data analytics or disease-based programs, designed to enable physicians or payors to operate successfully under value-based care arrangements.

Our competitors typically vary by geography, and we may also encounter competition in the future from other new entrants.

Our growth strategy and our business could be adversely affected if we are not able to continue to access existing geographies, successfully expand into new geographies or maintain or establish new relationships with payors and physician partners.

See “ Risk Factors—Risks Related to P3’s Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition and results of operations will be harmed .”

The principal competitive factors in our business include the nature and caliber of relationships with physicians;

patient healthcare quality, outcomes and cost;

the strength of relationships with payors;

the quality of the physician experience;

local geography leadership position;

and the strength of the underlying economic model.

We believe our platform, partnership and network model enables us to compete favorably.

Intellectual Property

We rely on a combination of trademark laws in the U.S.

as well as confidentiality procedures and contractual provisions to protect our trade secrets, including proprietary technology, databases and our brand.

We have a federal trademark registration application for “P3 Health Partners” in the U.S.

We also have filed other applications to protect names and marks that are meaningful to our business in the U.S.

across various states and local jurisdictions, including for the use of the local brand created within each of our geographies, and will pursue additional trademark registrations to the extent we believe it would be beneficial and cost-effective.

We are the controller of a variety of registered domain names that include “p3hp” and similar variations.

We have developed proprietary technology and processes that support our operational programs and clinical insights, including our P3 Technology/Health Hub, which is a proprietary system that aids in the aggregation and analysis of third-party data we collect.

Our internally developed technology is continuously refined to support the needs of our platform and partners.

Although we do not currently hold a patent for P3 Technology/Health Hub, we have filed provisional patent applications relating to the P3 Technology/Health Hub, and we continue to regularly assess the most appropriate methods of protecting our intellectual property and may decide to pursue available protections in the future.

We maintain our intellectual property and confidential business information in a number of ways.

For instance, we have a policy of requiring all employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us.

Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us in accordance with applicable law.

In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements.

Lastly, our contracts with physicians include confidentiality and non-disclosure provisions.

We may be unable to obtain, maintain and enforce our intellectual property rights, and assertions by third parties that we violate their intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Human Capital

As of December 31, 2021, we had approximately 500 employees.

We consider our relationship with our employees to be good.

None of our employees are represented by a labor union or party to a collective bargaining agreement.

Our human capital resources objectives include identifying, recruiting, retaining, incentivizing and integrating our existing and prospective employees.

We recognize that attracting, motivating and retaining passionate talent at all levels is vital to continuing our success.

By improving employee retention and engagement, we also improve our ability to protect the long-term interests of our stakeholders and stockholders.

We invest in our employees through high-quality benefits and various health and wellness initiatives and offer competitive compensation packages, ensuring fairness in internal compensation practices.

People join P3 because of our mission:

To ensure providers and their patients get the healthcare they deserve.

Together with our employees and physician partners, we have defined our core values as:

Our attitude is respecting and valuing everyone.

Our community is strong and safe.

We are family and we take care of each other with the same intensity as we take care of our patients.

Our heart is our patients.

Our soul is our clinicians.

Our strength is our culture.

Our core is fixing health care.

Our mindset is disciplined purposeful growth.

Our human capital efforts are supported by our dedicated human resources team.

This team supports the business in identifying and recruiting top talent, supporting the onboarding and orientation of new hires through a comprehensive new employee orientation, a manager’s toolkit and resources to support onboarding, goal setting, and in-year management.

Our efforts to promote a positive employee experience and build culture are further supported and enhanced by local and national in-person and virtual events, including town halls, in-office celebrations and employee activity committees.

We have also developed a taskforce that seeks to drive focused and targeted diversity and inclusion efforts, including employee focus groups and participation up and down the organization to ensure all voices are heard.

Government Regulation

Regulatory Licensing and Certification

Many states, including Florida, require regulatory approval, including licensure and certification, before establishing certain types of clinics offering certain professional and ancillary services, including the services P3 offers.

The operations of the P3 owned and managed clinics are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, and proof of financial ability to operate.

Our ability to operate profitably will depend in part on the ability of P3 owned and managed clinics and its providers to obtain and maintain all necessary licenses and other approvals, and maintain updates to their enrollment in the Medicare and Medicaid programs, including the addition of new clinic locations, providers and other enrollment information.

In addition, certain ancillary services such as the provision of diagnostic laboratory testing require additional state and federal licensure and regulatory oversight, including oversight by CMS, under Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) which requires all clinical laboratories to meet certain quality assurance, quality control and personnel standards, and comparable state laboratory licensing authorities.

Standards for testing under CLIA are based on the complexity of the tests performed by the laboratory, with tests classified as “high complexity,” “moderate complexity,” or “waived.” P3 owned and managed clinics hold CLIA Certificates of Waiver and perform certain CLIA-waived tests, which subjects such clinics to certain CLIA requirements.

Sanctions for failure to comply with applicable state and federal licensing, certification and other regulatory requirements include suspension, revocation or limitation of the applicable authorization, significant fines and penalties and/or an inability to receive reimbursement from government healthcare programs and other third-party payors.

With respect to P3’s providers participating in its network, P3 providers must meet minimum requirements to apply for participation or continued participation with P3 through a credentialing process, including, without limitation, having a valid, current medical license and DEA registration, if required for the provider’s scope of practice, the absence of any debarment, suspension, exclusion or other restriction from receiving payments from any government or other third-party payor program, and clearing National Practitioner Data Bank of any reports and/or disciplinary actions.

P3’s credentialing program is designed to meet CMS and the National Committee for Quality Assurance, or NCQA, credentialing requirements as well as applicable federal and state laws.

P3’s credentialing committee is comprised of a group of multispecialty providers with responsibilities for thoroughly reviewing each P3 provider’s qualifications and credentials.

Providers are generally recredentialed every three years or more often if necessary, which is consistent with industry guidelines.

In addition, network providers are required under their participating provider agreements with P3 to have established an ongoing quality assurance program.

Moreover, P3’s contracts may allow P3 to withhold compensation from time to time based upon the providers meeting certain quality metrics, including HEDIS quality measures and care coordination metrics.

State Corporate Practice of Medicine and Fee-Splitting Laws

Our arrangements with our affiliated professional entities and other physician partners are subject to various state laws, commonly referred to as corporate practice of medicine and fee-splitting laws, which are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment, and prohibiting the sharing of professional service fees with non-professional or business interests.

These laws vary from state to state, including those where the Company does business, and are subject to broad interpretation and enforcement by state regulators.

For example, the corporate practice of medicine prohibition in Nevada has only been established through attorney general opinions and there is no statutory or regulatory fee-splitting prohibition in the state.

Arizona’s corporate practice of medicine was established under older case law, and more recent legislation suggests that the prohibition may not be strictly enforced in the state.

Oregon prohibits the corporate practice of medicine but has an exception for professional corporations with majority physician ownership where a non-licensed person or entity may hold minority ownership interest in such professional corporation.

Florida does not prohibit the corporate practice of medicine but has professional fee-splitting laws, which prohibit the sharing of professional fees based on referrals for professional services.

California’s corporate practice of medicine doctrine has been developed through statutes, case law and state attorney general opinions.

The general prohibition on the corporate practice of medicine arises out of the California Business and Professions Code, which has been enforced through case law and attorney general opinions.

In California, physicians and certain licensed professionals cannot be employed by non-professional corporations, except under limited exceptions which do not apply to the Company.

Additionally, all clinical decisions and certain business or management decisions that result in control over a physician’s practice of medicine or a licensed professional’s clinical decisions must be made by a physician or licensed professional and not by an unlicensed person or entity.

California also prohibits professional fee splitting arrangements, but management fees based on a percentage of gross revenue or similar arrangement that is commensurate with fair market value of services provided by the management company are generally permissible.

We believe we have structured our management services agreements with the our affiliated professional entities to comply with the corporate practice of medicine and fee-splitting laws of Nevada, and we expect to enter into similar agreements with affiliated professional entities in California and other states where we may operate in the future, where all clinical decisions and other business and management decisions that result in control over a physician’s practice of medicine or a licensed professional’s clinical decisions remain exclusively with the affiliated professional entities, their physician shareholders and the physicians and licensed professionals employed and contracted by such entities.

A determination of non-compliance against us and/or our affiliated professional entities or other physician partners based on the reinterpretation of existing laws or adoption of new laws could lead to adverse judicial or administrative action, civil or criminal penalties, receipt of cease and desist orders from state regulators, loss of provider licenses, and/or restructuring of these arrangements.

Healthcare Fraud and Abuse Laws

We are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry.

These laws include, but are not limited to, federal and state anti-kickback, false claims, self-referral and other healthcare fraud and abuse laws.

The federal Anti-Kickback Statute (“AKS”) prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid.

A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several courts have interpreted the AKS’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the AKS has been violated.

The AKS includes statutory exceptions and regulatory safe harbors that protect certain arrangements.

By way of example, the AKS safe harbor for value-based arrangements and the safe harbor for arrangements between managed care organizations and downstream contractors both require, among other things, that the arrangement does not induce a person or entity to reduce or limit medically necessary items or services furnished to any patient.

Failure to meet the requirements of an applicable AKS safe harbor, however, does not render an arrangement illegal.

Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and may be subject to greater scrutiny by enforcement agencies.

The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services (“DHS”) from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless an exception applies.

The Stark Law also prohibits the entity from billing for any such prohibited referral.

Unlike the AKS, the Stark Law is violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

The Federal False Claims Act, (“FCA”), prohibits a person from knowingly presenting, or caused to be presented, a false or fraudulent request for payment from the federal government, or from making a false statement or using a false record to have a claim approved.

A claim includes “any request or demand” for money or property presented to the United States government.

Moreover, the government may assert that a claim including items and services resulting from a violation of the AKS or the Stark Law constitutes a false or fraudulent claim for purposes of the civil False Claims Act.

Penalties for a violation of the FCA include fines for each false claim, plus up to three times the amount of damages caused by each false claim.

Private individuals also have the ability to bring actions under these false claims laws in the name of the government alleging false and fraudulent claims presented to or paid by the government (or other violations of the statutes) and to share in any amounts paid by the entity to the government in fines or settlement.

Such suits, known as qui tam actions, are pervasive in the healthcare industry.

Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to offering remuneration to a federal health care program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive health care items or services from a particular provider.

Moreover, in certain cases, providers who routinely waive copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the AKS and civil FCA.

One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts.

The HHS’ Office of Inspector General emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.

Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments and deductibles offered to patients covered by commercial payors may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

The Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPAA”) also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services.

Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several states in which we operate have also adopted similar fraud and abuse laws as described above.

The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion.

Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative civil and criminal penalties, damages, disgorgement, fines, additional reporting requirements and compliance oversight obligations, in the event that a corporate integrity agreement or other agreement is required to resolve allegations of noncompliance with these laws, the curtailment or restructuring of operations, exclusion from participation in governmental healthcare programs and/ or individual imprisonment.

Healthcare Reform

In the United States, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, many of which are intended to contain or reduce healthcare costs.

By way of example, in the United States, the Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the “ACA”) substantially changed the way healthcare is financed by both governmental and private insurers.

The ACA required, among other things, CMS to establish a Medicare shared savings program that promotes accountability and coordination of care through the creation of Accountable Care Organizations (“ACOs”).

The Medicare shared savings program allows for providers, physicians and other designated health care professionals and suppliers to form ACOs and voluntarily work together to invest in infrastructure and redesign delivery processes to give coordinated high quality care to their Medicare patients, avoid unnecessary duplication of services and prevent medical errors.

ACOs that achieve quality performance standards established by CMS are eligible to share in a portion of the Medicare program’s cost savings.

ACO program methodologies and participation requirements are updated by CMS for each performance year and participants are expected to comply with such program requirements and required to report on performance after the close of the year.

ACOs that fail to comply with such program requirements can face penalties or even termination of their participation in the Medicare shared savings program.

Since its enactment, there have been judicial, executive and Congressional challenges to certain aspects of the ACA.

On June 17, 2021, the U.S.

Supreme Court dismissed the most recent judicial challenge to the ACA without specifically ruling on the constitutionality of the ACA.

Prior to the Supreme Court’s decision, President Biden issued an executive order initiating a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace.

The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare.

It is unclear how other healthcare reform measures of the Biden administration or other efforts, if any, to challenge, repeal or replace the ACA will impact the ACA or our business.

In addition, other legislative changes have been proposed and adopted since the ACA was enacted.

These changes included aggregate reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2030, with the exception of a temporary suspension from May 1, 2020 through March 31, 2022, and a 1% reduction from April 1, 2022 through June 30, 2022 unless additional Congressional action is taken.

In addition, on January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

Additionally, the Center for Medicare and Medicaid Innovation continues to test an array of value-based alternative payment models, including the Global and Professional Direct Contracting Model to allow Direct Contracting Entities to negotiate directly with the government to manage traditional Medicare beneficiaries and share in the savings and risks generated from managing such beneficiaries.

Although we currently do not participate in these pilot payment models, we may choose to do so in the future.

Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, which first affected physician payment in 2019.

At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.

In addition, there likely will continue to be regulatory proposals directed at containing or lowering the cost of healthcare, as government healthcare programs and other third-party payors transition from FFS to value-based reimbursement models, which can include risk-sharing, bundled payment and other innovative approaches.

It is possible that the federal or state governments will implement additional reductions, increases, or changes in reimbursement in the future under government programs that may adversely affect us or increase the cost of providing our services.

The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue or attain growth, any of which could have a material impact on our business.

Further, healthcare providers and industry participants are also subject to a growing number of requirements intended to promote the interoperability and exchange of patient health information.

For example, on April 5, 2021, healthcare providers and certain other entities became subject to information blocking restrictions pursuant to the Cures Act that prohibit practices that are likely to interfere with the access, exchange or use of electronic health information, except as required by law or specified by the HHS as a reasonable and necessary activity.

Violations may result in penalties or other disincentives.

It is unclear at this time what the costs of compliance with the new rules will be, and what additional risks there may be to our business.

Data Privacy and Security Laws

We are subject to a number of federal and state laws and regulations that govern the collection, use, disclosure, and protection of health-related and other personal information, including health information privacy and security laws, data breach notification laws, and consumer protection laws and regulations (e.g., Section 5 of the FTC Act).

For example, HIPAA imposes obligations on “covered entities,” including certain healthcare providers, such as the affiliated professional entities, health plans, and healthcare clearinghouses, and their respective “business associates” that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, such as P3, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information.

Entities that are found to be in violation of HIPAA, whether as the result of a breach of unsecured PHI, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

In addition, certain state laws, such as the CMIA, the CCPA, and the CPRA, govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation.

Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Federal and State Insurance and Managed Care Laws

Regulation of downstream risk-sharing arrangements, including, but not limited to, at-risk and other value-based arrangements, varies significantly from state to state.

Some states require downstream entities and risk-bearing entities to obtain an insurance license, a certificate of authority, or an equivalent authorization, in order to participate in downstream risk-sharing arrangements with payors.

In some states, statutes, regulations and/or formal guidance explicitly address whether and in what manner the state regulates the transfer of risk by a payor to a downstream entity.

However, the majority of states do not explicitly address the issue, and in such states, regulators may nonetheless interpret statutes and regulations to regulate such activity.

If downstream risk-sharing arrangements are not regulated directly in a particular state, the state regulatory agency may nonetheless require oversight by the licensed payor as the party to such a downstream risk-sharing arrangement.

Such oversight is accomplished via contract and may include the imposition of reserve requirements, as well as reporting obligations.

Further, state regulatory stances regarding downstream risk-sharing arrangements can change rapidly and codified provisions may not keep pace with evolving risk-sharing mechanisms and other new value-based reimbursement models.

Certain of the states where we currently operate or may choose to operate in the future regulate the operations and financial condition of risk bearing organizations like us and our affiliated providers.

By way of example, P3 recently acquired Medcore HP, a licensed health plan under the Knox Keene Act, which subjects the entity to certain capital requirements, licensing or certification, governance controls, utilization review and grievance procedures, among others.

While these regulations have not had a material impact on our business to date, as we continue to expand, for example, through acquisitions or otherwise, these rules may require additional resources and capitalization and add complexity to our business.

Our business experiences some variability depending upon the time of the year.

While new patients are attributed to our platform throughout the year, we experience the largest portion of our at-risk membership growth during the first quarter.

Operations in our new markets generally begin on January 1, at which time our payor partners attribute patients to our physician partners as our agreements with those payors in those geographies become effective.

This coincides with the beginning of the Medicare program year, when plan enrollment selections made during the prior Annual Enrollment Period, which runs each year from October 15 to December 7.

In addition, in January of each year, CMS revises the risk adjustment factor for each patient based upon health conditions documented in the prior year, leading to an overall increase in per-member revenue.

As the year progresses, our per-member revenue declines as new members join us typically with less complete or accurate documentation (and therefore lower risk-adjustment scores) and patient morbidity disproportionately impacts our higher-risk (and therefore greater revenue) members.

Medical costs will vary seasonally depending on a number of factors, including the weather and the number of calendar working days in a given period.

Certain illnesses, such as the influenza virus, are far more prevalent during colder months of the year, which will result in an increase in medical expenses during these time periods.

We would therefore expect to see higher levels of per member medical costs in the first and fourth quarters.

Additional Information

We were incorporated under the laws of the State of Delaware on August 20, 2020 under the name Foresight Acquisition Corp.

Upon the closing of the Business Combinations, we changed our name to P3 Health Partners Inc.

Our principal executive offices are located at 2370 Corporate Circle, Suite 300, Henderson, NV 89074 and our telephone number is (702) 910-3950.

Our website is www.p3hp.com.

Under the investor relations page of the Company’s website, ir.p3hp.org, we make available free of charge a variety of information for investors, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file that material with or furnish it to the Securities and Exchange Commission (“SEC”).

The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business