What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-10-21 compared with 2021-04-06 · 42 added, 119 removed, 2 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our units began trading on February 10, 2021 on 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.

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

Holders of Record

March 31, 2021, there was approximately 3 holders of record of our units.

Such number does not include beneficial owners holding our securities through nominee names.

We have not paid any cash dividends on our

shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time.

addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial business combination, our ability

to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Use of Proceeds from our Initial Public Offering

On February 12, 2021, we consummated our IPO of 31,625,000 units, including the issuance of 4,125,000 units as a result of the exercise in full

of the underwriters over-allotment option, at an offering price of $10.00 per Unit, generating total gross proceeds of $316,250,000.

Market Information

On December 3, 2021, our Class A Common Stock and warrants began trading on the Nasdaq Global Select Market under the symbols “PIII” and “PIIIW,” respectively.

Prior to the consummation of the Business Combinations, our Class A Common Stock, warrants and units were listed on Nasdaq under the symbols “FORE”, “FOREWS” and “FOREU,” respectively.

There is no trading market for shares of our Class V Common Stock.

As of October 14, 2022, there were 36 holders of record of our Class A Common Stock and 55 holders of Class V Common Stock.

The actual number of holders of our Class A Common Stock is greater than the number of record holders and includes holders whose Class A Common Stock are held in street name by brokers and other nominees.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any financing instruments.

The terms of our existing Term Loan Facility (as defined below) preclude us from paying cash dividends without consent.

Our ability to declare dividends may also be limited by restrictive covenants pursuant to any other future debt financing agreements.

Stock Performance Graph

The following performance graph and related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act, and shall not be incorporated by reference into any registration statement or other document filed by us with the SEC, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing.

The following graph and related information provide a comparison of the cumulative total return for our Class A Common Stock, the S&P 500 Index and the S&P 500 Healthcare Index between April 6, 2021 (the date our common stock commenced trading on the Nasdaq Global Market) through December 31, 2021.

All values assume an initial investment of $100 and reinvestment of any dividends.

The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A Common Stock.

Recent Sales of Unregistered Securities

Set forth below is information regarding shares of capital stock issued by us during the period covered by this Annual Report on Form 10-K.

Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of SEC, under which exemption from registration was claimed.

The Company issued the below securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act.

The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company’s transfer agent).

The parties also had adequate access, through business or other relationships, to information about the Company.

(a) PIPE Investment.

On December 3, 2021, the Company consummated the resale of 20,370,307 shares (the “PIPE Shares”) of Class A Common Stock, issued in a private placement pursuant to subscription agreements (the “Subscription Agreements”) entered into effective as of May 25, 2021 pursuant to which certain investors (the “Subscribers”) purchased the PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of $203.7 million (the “PIPE Investment”).

Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares.

The sale of PIPE Shares was consummated concurrently with the Closing of the Business Combinations.

(b) Issuance of Class A Common Stock.

In connection with the Closing of the Business Combinations, the Company also issued (i) 8,732,517 shares of Class A Common Stock to the Blocker Sellers (including 723,291 shares of Class A Common Stock held by the escrow agent) pursuant to the Transaction and Combination Agreement, and (ii) 202,024,923 shares of Class V Common Stock to the P3 Sellers other than the Blocker Sellers (including 17,923,782 shares of Class V Common Stock held by the escrow agent), pursuant to the Merger Agreement.

On February 12, 2021, simultaneously with the closing of Foresight’s IPO, Foresight consummated private sale of 832,500 Private Placement Units, including 277,500 Private Placement Warrants, each exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject to adjustment, in a private placement to the Sponsors, generating gross proceeds of $8,325,000.

Purchases of Equity Securities by the Issuer and Affiliated Purchaser

Use of Proceeds

On February 12, 2021, Foresight consummated its initial public offering (the “Foresight IPO”) of 31,625,000 units, including the issuance of 4,125,000 units as a result of the exercise in full of the underwriters’ over-allotment option, at an offering price of $10.00 per unit, generating total gross proceeds of $316,250,000.

Cowen and Company LLC served as book-running manager.

The securities sold in the offering were registered

under the Securities Act on our registration statement on Form S-1 (Nos.

The registration statement became effective on February 9, 2021.

Of the gross proceeds received from the Initial Public Offering and the private placements of Private Units, $316,250,000 was placed in the Companys

trust account, with Continental Stock Transfer & Trust Company acting as trustee.

We paid a total of $6,325,000 in underwriting discounts and

$502,967 for other offering costs and expenses related to the IPO.

For a description of the use of the proceeds generated in our IPO, see

Part II, Item 7 of this Annual Report.

SELECTED FINANCIAL DATA

Not applicable

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Companys

financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in

Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Certain information contained in the discussion and

analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Special Note

Regarding Forward-Looking Statements, Item 1A.

Risk Factors and elsewhere in this Annual Report on Form 10-K.

We are a blank check company formed under the

laws of the State of Delaware on August 20, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business

Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date.

Our only activities from inception through December 31, 2020 were

organizational activities and those necessary to prepare for the Initial Public Offering, described below.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering.

We expect that we will incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the period from August 20, 2020 (inception) through December 31, 2020, we had a net loss of $2,286, which consisted of formation and operating

Liquidity and Capital Resources

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

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsors.

On February 12, 2021, we consummated the Initial Public Offering of 31,625,000 Units, at a price of $10.00 per Unit, which included the full exercise by

the underwriters of their over-allotment option in the amount of 4,125,000 Units, generating gross proceeds of $316,250,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 832,500 Private Placement Units

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

Following the Initial Public Offering, the full

exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $316,250,000 was placed in the Trust Account.

We incurred $6,827,967 in transaction costs, including $6,325,000 of underwriting fees, and $502,967 of

other offering costs.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on

the Trust Account (less income taxes payable), to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the

Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target

businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units upon consummation of the Business Combination, at a price of $10.00 per unit, at the option of the

The units would be identical to the Private Placement Units.

We do not believe we will need to raise additional funds in order to meet the

expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than

the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we

become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.

If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we

will be forced to cease operations and liquidate the Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of

December 31, 2020.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of

facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed

any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the

Sponsor a monthly fee of $10,000 for office space, administrative and support services.

We began incurring these fees on February 9, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business

Combination and our liquidation.

The Company intends to engage the underwriters to act as advisors in connection with its Business Combination to assist

the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target businesss attributes, introduce the Company to potential investors that are interested in purchasing the Companys

securities in connection with the potential Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with the Companys press releases and public filings in connection with the Business Combination.

The Company will pay the underwriters a fee for such services upon the consummation of its Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the full

or partial exercise of the over-allotment option.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods

Actual results could materially differ from those estimates.

We have not identified any critical accounting policies.

Recent Accounting

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a

material effect on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No.

The SEC declared the registration statement effective on February 9, 2021.

Simultaneously with the closing of the Foresight IPO, Foresight consummated the sale of 832,500 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) to the Sponsors at a price of $10.00 per Private Placement Unit generating gross proceeds of $8,325,000.

Foresight incurred $6,827,967 in transaction costs, including $6,325,000 of underwriting fees, and $502,967 of other offering costs related to the Foresight IPO.

Following the Foresight IPO, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $316,250,000 was placed in a trust account.

Foresight used the funds held in the trust account to pay (i) a portion of Foresight’s aggregate costs, fees and expenses in connection with the consummation of the Business Combinations, (ii) tax obligations and deferred underwriting commissions from the Foresight IPO and (iii) the redemptions of public shares in connection with the Business Combinations.

The remaining balance in the trust account, together with proceeds received from the issuance of the PIPE Shares pursuant to the Subscription Agreements, was contributed by Foresight into P3 LLC and became funds of P3 LLC.

P3 LLC used such funds to pay expenses incurred by it in connection with the Business Combinations, and intends to use remaining proceeds to fund continued growth and other general corporate purposes.

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 5. Market for Registrant’s Common Equity