Title of each class of securities to which transaction applies:

Not applicable

Aggregate number of securities to which transaction applies:

Not applicable

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Not applicable

Proposed maximum aggregate value of transaction:

$2,126,000,000⁽¹⁾

Total fee paid:

$231,947⁽²⁾

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Our estimate of the transaction value based on $2,126,000,000 of aggregate consideration.

The amount is the result of applying the SEC’s filing fee of $109.10 to the estimated transaction value.

a proposal (the “Business Combinations Proposal”) to approve and adopt (i) the Agreement and Plan of Merger, dated as of May 25, 2021 (as may be amended from time to time, the “Merger Agreement”), by and among Foresight, P3 Health Group Holdings, LLC (“P3”) and FAC Merger Sub LLC (“P3 LLC”) and the transactions contemplated thereby (such transactions are referred to herein as the “Merger Transaction”), pursuant to which Foresight will acquire approximately 25.2% of the economic interests of P3 LLC (which is the entity into which P3 will be merged pursuant to the P3 Merger) and Foresight will become the sole managing member of P3 LLC and (ii) the Transaction and Combination Agreement, dated as of May 25, 2021, by and among Foresight, and the blocker entities, blocker sellers and other parties party thereto (as may be amended from time to time, the “Transaction and Combination Agreement”) and the transactions contemplated thereby (such transactions are referred to herein as the “Blocker Transaction”), pursuant to which Foresight will acquire an additional approximate 3.5% of the economic interests of P3 LLC (the Merger Transaction and the Blocker Transaction are collectively referred to herein as the “Business Combinations”) including:

pursuant to the Merger Agreement, the contribution by Foresight (the “Foresight Contribution”) to P3 LLC of the amount in the Trust Account and the net proceeds from the issuance of shares of Class A Common Stock in a private placement to be consummated concurrently with the closing of the Business Combinations (the “Closing”) (after taking into account any redemptions of Class A Common Stock and other than cash to be used to pay closing cash consideration in connection with the acquisition by Foresight of the two blocker entities pursuant to the Transaction and Combination Agreement), in exchange for equity interests and warrants to acquire additional equity interests in P3 LLC;

pursuant to the Merger Agreement, following the Foresight Contribution, the merger of P3 with and into P3 LLC, with P3 LLC surviving the merger (the “P3 Merger”), resulting in Foresight becoming a minority equityholder and sole manager of P3 LLC and each member of P3 immediately prior to the P3 Merger (the “P3 Equityholders”) being entitled to receive a mix of P3 LLC Units and cash unless elected otherwise by a particular P3 Equityholder;

in connection with the Merger Agreement, following the P3 Merger, the issuance of newly issued shares of non-economic Class V Common Stock to the P3 Equityholders who elected to subscribe for shares of Class V Common Stock (the “P3 Equityholders Subscription”); and

pursuant to the Transaction and Combination Agreement, the merger of each of the two blocker entities with wholly-owned subsidiaries of Foresight, which will subsequently be merged with and into Foresight, with Foresight as the surviving entity, and each blocker seller being entitled to receive a mix of cash and Class A Common Stock thereunder.

a proposal (the “Charter Amendment Proposal”) to approve and adopt the proposed second amended and restated certificate of incorporation of Foresight attached as Annex C to the proxy statement (the “Proposed Charter”);

a proposal (the “Bylaw Amendment Proposal”) to approve amendments to Foresight’s bylaws, in the form of the amended and restated bylaws attached as Annex D to the proxy statement (the “Proposed Bylaws”);

eight (8) separate governance proposals (the “Governance Proposals”), on a non-binding advisory basis, relating to the following material differences between Foresight’s current amended and restated certificate of incorporation (the “Charter”) and the Proposed Charter and Foresight’s current bylaws and the Proposed Bylaws:

Advisory Governance Proposal 4A—to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000;

Advisory Governance Proposal 4B—to create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000;

Advisory Governance Proposal 4C—to provide that the post-combination company renounces all interest and expectancy that the post-combination company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to Foresight Sponsor Group, LLC and Chicago Pacific Founders or their affiliates (other than the post-combination company and its subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also an officer or employee of the post-combination company or its subsidiaries), or any director or stockholder who is not employed by the post-combination company or its subsidiaries (collectively, the “Exempt Persons”);

Advisory Governance Proposal 4D—to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (ii) making the post-combination company’s corporate existence perpetual, and (iii) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which Foresight’s board of directors believes is necessary to adequately address the needs of the Company after the Business Combinations;

Advisory Governance Proposal 4E—to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act;

Advisory Governance Proposal 4F—to update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all post-combination company board policies and enhanced disclosure of derivative and synthetic ownership interests;

Advisory Governance Proposal 4G—to provide that special meetings of stockholders may be called by the Chairman of the post-combination company board or a majority of the whole board; and

Advisory Governance Proposal 4H—to change the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the post-combination company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the post-combination company entitled to vote;

a proposal (the “Nasdaq Proposal”) to approve, in connection with the Business Combinations, for purposes of complying with applicable listing rules of The Nasdaq Capital Market (“Nasdaq”):

the issuance of (i) shares of Class A Common Stock to the Blocker Sellers in the Blocker Transaction and (ii) shares of Class V Common Stock to the P3 Equityholders who subscribe for shares of Class V Common Stock in the P3 Equityholders Subscription, with the number of such shares of Class A Common Stock and Class V Common Stock being up to 10,048,179 and 202,551,822, respectively;

the issuance, in a private placement to be consummated concurrently with the Closing, of up to 20,870,307 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of approximately $208.7 million pursuant to the terms of subscription agreements entered into with institutional accredited investors; and

the issuance of a number of shares of Class A Common Stock equal to the number of shares of Class V Common Stock issued in connection with the Merger Transaction, which shares of Class A Common Stock will be issuable to the holders of such shares of Class V Common Stock in connection with the future exchange of their P3 LLC Units and shares of Class V Common Stock in accordance with the amended and restated limited liability company agreement of P3 LLC to be entered into in connection with the Closing;

a proposal (the “2021 Plan Proposal”) to approve the P3 Health Partners Inc. 2021 Incentive Award Plan (the “2021 Plan”); and

a proposal (the “Stockholder Adjournment Proposal” and, together with the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal, the “Stockholder Proposals”) to approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Stockholder Proposals.

The “Business Combinations Proposal”—to approve and adopt (i) the Agreement and Plan of Merger, dated as of May 25, 2021 (as may be amended from time to time, the “Merger Agreement”), by and among Foresight, P3 Health Group Holdings, LLC (“P3”) and FAC Merger Sub LLC (“P3 LLC”) and the transactions contemplated thereby (such transactions are referred to herein as the “Merger Transaction”), pursuant to which Foresight will acquire approximately 25.2% of the economic interests of P3 LLC (which is the entity into which P3 will be merged pursuant to the P3 Merger) and Foresight will become the sole managing member of P3 LLC and (ii) the Transaction and Combination Agreement, dated as of May 25, 2021, by and among Foresight, and the blocker entities, blocker sellers and other parties party thereto (as may be amended from time to time, the “Transaction and Combination Agreement”) and the transactions contemplated thereby (such transactions are referred to herein as the “Blocker Transaction”), pursuant to which Foresight will acquire an additional approximately 3.5% of the economic interests of P3 LLC (the Merger Transaction and the Blocker Transaction are collectively referred to herein as the “Business Combinations”) including:

pursuant to the Merger Agreement, the contribution by Foresight (the “Foresight Contribution”) to P3 LLC of the amount in the Trust Account and the net proceeds from the issuance of shares of Class A Common Stock in a private placement to be consummated concurrently with the Closing (after taking into account any redemptions of Class A Common Stock and other than cash to be used to pay closing cash consideration in connection with the acquisition by Foresight of the two blocker entities pursuant to the Transaction and Combination Agreement), in exchange for equity interests and warrants to acquire additional equity interests in P3 LLC;

pursuant to the Merger Agreement, following the Foresight Contribution, the merger of P3 with and into P3 LLC, with P3 LLC surviving the merger (the “P3 Merger”), resulting in Foresight becoming a minority equityholder and sole manager of P3 LLC and each member of P3 immediately prior to the P3 Merger (the “P3 Equityholders”) being entitled to receive a mix of P3 LLC Units and cash unless elected otherwise by a particular P3 Equityholder;

in connection with the Merger Agreement, following the P3 Merger, the issuance of newly issued shares of non-economic Class V Common Stock to the P3 Equityholders who elected to subscribe for shares of Class V Common Stock (the “P3 Equityholders Subscription”); and

pursuant to the Transaction and Combination Agreement, the merger of each of the two blocker entities with wholly-owned subsidiaries of Foresight, which will subsequently be merged with and into Foresight, with Foresight as the surviving entity, and each blocker seller being entitled to receive a mix of cash and Class A Common Stock thereunder.

The “Charter Amendment Proposal”—to adopt the proposed second amended and restated certificate of incorporation of Foresight attached as Annex C to the proxy statement (the “Proposed Charter”);

a proposal (the “Bylaw Amendment Proposal”) to approve amendments to Foresight’s bylaws, which amendments are attached as Annex D to the proxy statement (the “Proposed Bylaws;

The “Governance Proposals”—eight (8) separate governance proposals (the “Governance Proposals”), on a non-binding advisory basis, relating to the following material differences between Foresight’s current amended and restated certificate of incorporation (the “Charter”) and the Proposed Charter and Foresight’s current bylaws and the Proposed Bylaws:

Advisory Governance Proposal 4A—to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000;

Advisory Governance Proposal 4B—to create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000;

Advisory Governance Proposal 4C—to provide that the post-combination company renounces all interest and expectancy that the post-combination company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to Foresight Sponsor Group, LLC and Chicago Pacific Founders or their affiliates (other than the post-combination company and its subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also an officer or employee of the post-combination company or its subsidiaries), or any director or stockholder who is not employed by the post-combination company or its subsidiaries (collectively, the “Exempt Persons”);

Advisory Governance Proposal 4D—to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (ii) making the post-combination company’s corporate existence perpetual, and (iii) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which Foresight’s board of directors believes is necessary to adequately address the needs of the post-combination company after the Business Combinations; and

Advisory Governance Proposal 4E—to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act;

Advisory Governance Proposal 4F—to update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all post-combination company board policies and enhanced disclosure of derivative and synthetic ownership interests;

Advisory Governance Proposal 4G—to provide that special meetings of stockholders may be called by the Chairman of the post-combination company board or a majority of the whole board; and

Advisory Governance Proposal 4H—to change the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the post-combination company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the post-combination company entitled to vote.

The “Nasdaq Proposal”—to approve, in connection with the Business Combinations, for purposes of complying with applicable listing rules of The Nasdaq Capital Market (“Nasdaq”):

the issuance of (i) shares of Class A Common Stock to the Blocker Sellers in the Blocker Transaction and (ii) shares of Class V Common Stock to the P3 Equityholders who subscribe for shares of Class V Common Stock in the P3 Equityholders Subscription, with the number of such shares of Class A Common Stock and Class V Common Stock being up to 10,048,179 and 202,551,822, respectively;

the issuance, in a private placement to be consummated concurrently with the Closing, of up to 20,870,307 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of approximately $208.7 million pursuant to the terms of subscription agreements entered into with institutional accredited investors; and

the issuance of a number of shares of Class A Common Stock equal to the number of shares of Class V Common Stock issued in connection with the Merger Transaction, which shares of Class A Common Stock will be issuable to the holders of such shares of Class V Common Stock in connection with the future exchange of their P3 LLC Units and shares of Class V Common Stock in accordance with the amended and restated limited liability company agreement of P3 LLC to be entered into in connection with the Closing.

The “2021 Plan Proposal”—to approve the P3 Health Partners Inc. 2021 Incentive Award Plan (the “2021 Plan”).

The “Stockholder Adjournment Proposal”—to approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Stockholder Proposals.

CERTAIN DEFINED TERMS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS SUMMARY

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR FORESIGHT STOCKHOLDERS

SUMMARY OF THE PROXY STATEMENT

RISK FACTORS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF FORESIGHT

COMPARATIVE SHARE INFORMATION

SPECIAL MEETING OF FORESIGHT STOCKHOLDERS

STOCKHOLDER PROPOSAL NO. 1—THE BUSINESS COMBINATIONS PROPOSAL

STOCKHOLDER PROPOSAL NO. 2—THE CHARTER AMENDMENT PROPOSAL

STOCKHOLDER PROPOSAL NO. 3—THE BYLAW AMENDMENT PROPOSAL

STOCKHOLDER PROPOSAL NOS. 4A-4H—THE GOVERNANCE PROPOSALS

STOCKHOLDER PROPOSAL NO. 6—THE 2021 PLAN PROPOSAL

STOCKHOLDER PROPOSAL NO. 7—THE STOCKHOLDER ADJOURNMENT PROPOSAL

INFORMATION ABOUT FORESIGHT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FORESIGHT

INFORMATION ABOUT P3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF P3

EXECUTIVE COMPENSATION

DESCRIPTION OF SECURITIES

BENEFICIAL OWNERSHIP OF SECURITIES

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

MARKET PRICE AND DIVIDENDS

HOUSEHOLDING INFORMATION

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

ANNEX A—AGREEMENT AND PLAN OF MERGER

ANNEX B—TRANSACTION AND COMBINATION AGREEMENT

ANNEX C—PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ANNEX D—PROPOSED AMENDED AND RESTATED BYLAWS

ANNEX E—P3 HEALTH PARTNERS INC. 2021 INCENTIVE AWARD PLAN

ANNEX F—FORM OF SUBSCRIPTION AGREEMENT

ANNEX G—SUPPORT AGREEMENT

ANNEX H—FORM OF P3 HEALTH GROUP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

ANNEX I—FORM OF TAX RECEIVABLE AGREEMENT

ANNEX J—FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

“2021 Plan” are to the proposed P3 Health Partners Inc. 2021 Incentive Award Plan;

“available cash” of Foresight at the Closing are to the amount of cash held by Foresight and P3 LLC in the aggregate, whether in or outside the Trust Account, after giving effect to (i) the payment of any of Foresight’s expenses, fees or costs incurred related to the Merger Agreement, (ii) the exercise of redemption rights by public stockholders that elect to have their public shares redeemed in connection with the Business Combinations (if any) and (iii) the sale and issuance by Foresight of Class A Common Stock between the date of the Merger Agreement the effective time of the P3 Merger pursuant to the Subscription Agreements and the sale and issuance by Foresight of any other securities of Foresight in accordance with the provisions of the Merger Agreement between the date thereof and the effective time of the P3 Merger;

“Blocker A” are to CPF P3 Blocker-A, LLC, a Delaware limited liability company, which is currently an indirect owner of equity interests in P3;

“Blocker A Seller” are to Chicago Pacific Founders Fund-A, L.P., a Delaware limited partnership and the owner of the equity interests in Blocker A;

“Blocker B” are to CPF P3 Blocker B, LLC, a Delaware limited liability company, which is currently an indirect owner of equity interests in P3;

“Blocker B Seller” are to Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership and the owner of the equity interests in Blocker B;

“Blocker Merger Consideration” are to the cash and Class A Common Stock issuable in connection with the closing of the Blocker Mergers pursuant to the Transaction and Combination Agreement;

“Blocker Mergers” are to (i) the merger of Blocker A into Merger Corp-A with Blocker A surviving the merger and (ii) the merger of Blocker B into Merger Corp-B with Blocker B surviving the merger, collectively;

“Blocker Sellers” are to Blocker A Seller and Blocker B Seller, collectively;

“Blocker Transaction” are to the transactions contemplated by the Transaction and Combination Agreement;

“Blockers” are to Blocker A and Blocker B, collectively, which are currently indirect owners of equity interests in P3;

“Business Combinations” are to the Merger Transaction and the Blocker Transaction;

“Charter” are to Foresight’s Amended and Restated Certificate of Incorporation, as in effect prior to the Closing;

“Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of Foresight authorized pursuant to (a) prior to the Closing, the Charter, and (b) following the Closing, the Proposed Charter;

“Class B Common Stock” are to the Class B common stock, par value $0.0001 per share, of Foresight authorized pursuant to the Charter;

“Class V Common Stock” are to the Class V common stock, par value $0.0001 per share, of Foresight to be authorized pursuant to the Proposed Charter;

“Closing” are to the closing of the Business Combinations;

“Closing Date” are to the date on which the Closing occurs;

“Common Stock” are to the Common Stock, par value $0.0001 per share, of Foresight, which (i) prior to the Closing, consists of Class A Common Stock and Class B Common Stock and (ii) following the Closing, will consist of Class A Common Stock and Class V Common Stock;

“Company,” “we,” “our” or “us” are (i) before the Business Combinations, to Foresight and (ii) immediately following the Business Combinations, to Foresight, which shall be renamed P3 Health Partners Inc. upon the Closing;

“DGCL” are to General Corporation Law of the State of Delaware;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Foresight” are to Foresight Acquisition Corp., a Delaware corporation;

“Foresight Units” are to the units of Foresight, each consisting of one share of Class A Common Stock and one-third of one Foresight Warrant;

“Foresight Warrant Agreement” are to the warrant agreement, dated as of February 9, 2021, by and between Foresight and Continental Stock Transfer & Trust Company, as warrant agent, governing the outstanding Foresight Warrants;

“Foresight Warrants” are to the warrants to purchase shares of Class A Common Stock as contemplated under the Foresight Warrant Agreement, with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per whole share, subject to adjustment;

“founder shares” are to shares of Class B Common Stock initially purchased by the Sponsors in a private placement prior to the IPO;

“GAAP” are to generally accepted accounting principles in the United States;

“Incentive Unit” are to units of P3 identified as Incentive Units under the Merger Agreement;

“Initial Business Combination” are to our initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

“initial stockholders” are to our Sponsors and the other holders of founder shares prior to the IPO;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“IPO” are to our initial public offering of Foresight Units, consummated on February 12, 2021;

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012, as amended;

“management” or our “management team” are to our officers and directors;

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of May 25, 2021, by and among Foresight, P3 LLC and P3, as may be amended from time to time;

“Merger Corp-A” are to FAC-A Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Foresight;

“Merger Corp-B” are to FAC-B Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Foresight;

“Merger Corps” are to Merger Corp-A and Merger Corp-B, collectively;

“Merger Transaction” are to the transactions contemplated by the Merger Agreement;

“Nasdaq” are to The Nasdaq Capital Market;

“P3” are (i) before the Business Combinations, to P3 Health Group Holdings, LLC, a Delaware limited liability company, and (ii) immediately following the Business Combinations, to P3 LLC and its consolidated subsidiaries;

“P3 Board of Managers” are to the board of managers of P3 (before the Business Combinations);

“P3 Equityholders” are to the holders of the equity interests of P3;

“P3 Equityholders Subscription” are to the issuance of Class V Common Stock to the P3 Equityholders who subscribe for shares of Class V Common Stock;

“P3 Existing LLC Agreement” are to the Third Amended and Restated Limited Liability Company Agreement of P3, dated as of April 16, 2020;

“P3 Existing Units” are to the membership interests of P3, consisting of Class A-SV Units, Class A-V Units, Class B Units (subdivided into Class B-1 Units, Class B-2 Units and Class B-3 Units), Class C Units and Class D Units;

“P3 LLC” are (i) with respect to periods prior to the consummation of the P3 Merger, to FAC Merger Sub LLC, a Delaware limited liability company, and (ii) with respect to periods after the consummation of the P3 Merger, to the surviving entity of the P3 Merger, which shall be renamed P3 Health Group, LLC;

“P3 LLC A&R LLC Agreement” are to the Amended and Restated Limited Liability Company of P3 LLC to be entered into at the Closing among Foresight, P3 LLC and the P3 Equityholders;

“P3 LLC Units” are to the equity interests of P3 LLC as contemplated to be issued and owned upon consummation of the transactions contemplated by the Merger Agreement and the Transaction and Combination Agreement;

“P3 Merger” are to the merger of P3 with and into P3 LLC, with P3 LLC surviving the merger;

“P3 Merger Consideration” are to the cash and P3 LLC Units issuable in connection with the Closing pursuant to the Merger Agreement;

“P3 Warrants” are to the outstanding unexercised warrants to purchase any P3 Existing Units or any other equity interests of P3 granted on or prior to the effective time of the P3 Merger to any person;

“PIPE” are to the sale of PIPE Shares to the Subscribers, for a purchase price of $10.00 per share for an aggregate purchase price of approximately $208.7 million, in a private placement pursuant to the terms of the Subscription Agreements;

“PIPE Shares” are to an aggregate of approximately 20,870,307 shares of Class A Common Stock to be issued to Subscribers in the PIPE, for a purchase price of $10.00 per share;

“Private Placement Shares” are to the shares of Class A Common Stock sold as part of the Private Placement Units;

“Private Placement Units” are to the units of Foresight issued to the Sponsors in a private placement simultaneously with the closing of the IPO, each consisting of a Private Placement Share and a one-third of one Private Placement Warrant;

“Private Placement Warrants” are to the Foresight Warrants sold as part of the Private Placement Units;

“Proposed Bylaws” are to the Amended and Restated Bylaws of Foresight, to be adopted at the Closing;

“Proposed Charter” are to the Second Amended and Restated Certificate of Incorporation of Foresight, to be effective at the Closing;

“public shares” are to shares of our Class A Common Stock sold as part of the Foresight Units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“public stockholders” are to the holders of our public shares;

“public warrants” are to the Foresight Warrants sold as part of the Foresight Units in the IPO;

“Registration Rights and Lock-Up Agreement” are to the Registration Rights and Lock-Up Agreement to be entered into at the Closing among Foresight, the Sponsors and certain of the P3 Equityholders;

“SEC” are to the U.S. Securities and Exchange Commission;

“SEC Warrant Accounting Statement” are to the statement published on April 12, 2021, on the SEC’s website by the Acting Chief Accountant and Acting Director of the Division of Corporation Finance of the SEC indicating that the terms of the public and private warrants issued by many special purpose acquisition companies may need to be accounted for as liabilities, rather than as equity;

“Securities Act” are to the Securities Act of 1933, as amended;

“Splitter” are to CPF P3 Splitter, LLC, a Delaware limited liability company, which is currently an owner of equity interests in P3;

“Sponsor” are to Foresight Sponsor Group, LLC, our sponsor;

“Sponsors” are to the Sponsor and FA Co-Investment LLC, an affiliate of one of the underwriters in the IPO, collectively;

“Subscribers” are to the institutional accredited investors that subscribed to purchase the PIPE Shares pursuant to the Subscription Agreements;

“Subscription Agreements” are to the Subscription Agreements, dated as of May 25, 2021, among Foresight and certain institutional accredited investors in the PIPE;

“Support Agreement” are to the Sponsor Support Agreement, dated as of May 25, 2021, among the Sponsors, Foresight and P3;

“Tax Receivable Agreement” are to the Tax Receivable Agreement to be entered into at the Closing among Foresight, P3 LLC and the P3 Equityholders;

“Transaction and Combination Agreement” are to the Transaction and Combination Agreement, dated as of May 25, 2021, by and among Foresight, the Merger Corps, the Blockers, Splitter and the Blocker Sellers, as may be amended from time to time;

“Trust Account” are to the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Units;

“Warrant Exchange Offer/Solicitation” means the offer to exchange all of the outstanding Foresight Warrants for Class A Common Stock or cash, and/or the solicitation of proxies or consents to amend the Foresight Warrant Agreement and Foresight Warrants, on a basis to be mutually determined by Foresight and P3; and

“Working Capital Units” means units of Foresight that may be issued upon conversion, at the option of the lender, of any working capital loans made by our Sponsors or certain of our officers and directors at the price of $10.00 per unit.

our ability to consummate the Business Combinations;

the benefits of the Business Combinations;

our future financial performance following the Business Combinations;

changes in Foresight’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

our ability to complete acquisitions of other businesses;

expansion plans and opportunities; and

the outcome of any known and unknown litigation and regulatory proceedings.

the occurrence of any event, change or other circumstances that could delay the Business Combinations or give rise to the termination of the Merger Agreement and/or the Transaction and Combination Agreement;

the outcome of any legal proceedings that may be instituted against Foresight following announcement of the proposed Business Combinations and transactions contemplated thereby;

the inability to complete the Business Combinations due to the failure to obtain approval of the stockholders of Foresight or to satisfy other conditions to the Closing in the Merger Agreement and/or the Transaction and Combination Agreement;

the ability to obtain or maintain the listing of our Class A Common Stock on Nasdaq following the Business Combinations;

the risk that the proposed Business Combinations disrupt current plans and operations of Foresight as a result of the announcement and consummation of the transactions described herein;

our ability to recognize the anticipated benefits of the Business Combinations, which may be affected by, among other things, competition and the ability of Foresight to grow and manage growth profitably following the Business Combinations;

costs related to the Business Combinations;

changes in applicable laws or regulations;

the possibility that Foresight or P3 may be adversely affected by other economic, business, and/or competitive factors;

the possibility that P3 may never achieve or maintain profitability;

the difficulty in evaluating P3’s future prospects, as well as risks and challenges, due to the new and rapidly evolving business and market and P3’s limited operating history;

the possibility that P3 may need to raise additional capital to fund its existing operations, develop and commercialize new services or expand its operations;

possible difficulty managing growth and expanding operations;

the continuing impact of the COVID-19 pandemic on operations, which may materially and adversely affect business and financial results;

the ability to retain qualified personnel;

the ability to successfully execute on growth strategies, to include identifying and developing successful new geographies, physician partners, payors and patients, and accurately estimating the size, revenue or medical expense amounts of target geographies;

delays and uncertainties in the timing and process of reimbursements by third-party payors and individuals, including any changes or reductions in Medicare reimbursement rates or rules;

the termination or non-renewal of the Medicare Advantage contracts held by the health plans with which P3 contracts, or the termination or non-renewal of its contracts with those plans.

reductions in the quality ratings of the health plans P3 serves;

the effectiveness and efficiency of its marketing efforts, and its ability to develop brand awareness cost-effectively;

spending changes in the healthcare industry;

P3, its affiliated professional entities and other physician partners may become subject to medical liability claims;

the failure in P3’s information technology systems,

security breaches, loss of data or other disruptions could compromise sensitive information related to P3’s business or prevent P3 from accessing critical information, expose it to liability and its reputation may be harmed and it could lose sales, clients and members;

any future litigation against P3 could be costly and time-consuming to defend;

failure to adhere to all of the complex government laws and regulations that apply P3’s business could result in fines or penalties, being required to make changes to its operations or experiencing adverse publicity;

the possibility that P3’s arrangements with its affiliated professional entities and other physician partners is found to constitute improper rendering of medical services or fee splitting under applicable state laws;

the possibility that P3 faces inspections, reviews, audits and investigations under federal and state government programs and contracts;

the impact on P3 of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown;

the transition from volume to value-based reimbursement models may have a material adverse effect on P3’s operations; and

other risks and uncertainties described in this proxy statement, including those under the section entitled “Risk Factors.”

P3 has a history of net losses. P3 expects to continue to incur losses for the foreseeable future and may never achieve or maintain profitability.

P3’s business and the markets it operate in are new and rapidly evolving, which makes it difficult to evaluate its future prospects and the risks and challenges P3 may encounter.

P3’s limited operating history make it difficult to evaluate our future prospects and the risks and challenges it may encounter.

P3 may need to raise additional capital to fund its existing operations or develop and commercialize new services or expand its operations.

P3 may experience difficulties in managing its growth and expanding its operations.

The COVID-19 pandemic has impacted, and may continue to impact, its operations and may materially and adversely affect its business and financial results.

P3 relies on its management team and key employees and its business, financial condition, cash flows and results of operations could be harmed if it is unable to retain qualified personnel.

P3’s growth depends in part on its ability to identify and develop successful new geographies, physician partners, payors and patients. If P3 is not able to successfully execute upon its growth strategies, there may be material adverse effect on its business, financial condition, cash flows and results of operations.

If growth in the number of patients and physician partners on its platform decreases, or the number of services that P3 is able to provide to physician partners and members decreases, due to legal, economic or business developments, P3’s business, financial condition and results of operations will be harmed.

P3 primarily depends on reimbursement by third-party payors, as well as payments by individuals, which could lead to delays and uncertainties in the timing and process of reimbursement, including any changes or reductions in Medicare reimbursement rates or rules.

The termination or non-renewal of the Medicare Advantage contracts held by the health plans with which P3 contracts, or the termination or nonrenewal of its contracts with those plans, could have a material adverse effect on our revenue and our operations.

P3 is dependent on its affiliated professional entities, physician partners and other providers to effectively manage the quality and cost of care and perform obligations under payor contracts.

Reductions in the quality ratings of the health plans P3 serves could have a material adverse effect on its business, results of operations, financial condition and cash flows.

Developments affecting spending by the healthcare industry could adversely affect P3’s business.

P3 depends on its information technology systems, and any failure of these systems could harm its business.

Security breaches, loss of data and other disruptions could compromise sensitive information related to its business or prevent P3 from accessing critical information and expose it to liability, which could adversely affect its business and its reputation.

If P3’s or its vendors’ security measures fail or are breached and unauthorized access to a client’s data or information systems is obtained, its services may be perceived as insecure, P3 may incur significant liabilities, its reputation may be harmed, and it could lose sales, clients and members.

P3 conducts business in a heavily regulated industry and if it fails to adhere to all of the complex government laws and regulations that apply to its business, P3 could incur fines or penalties or be required to make changes to its operations or experience adverse publicity, any or all of which could have a material adverse effect on its business, results of operations, financial condition, cash flows, and reputation.

If P3’s arrangements with its affiliated professional entities and other physician partners are found to constitute the improper rendering of medical services or fee splitting under applicable state laws, P3’s business, financial condition and its ability to operate in those states could be adversely impacted.

P3 faces inspections, reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect its business, including its results of operations, liquidity, financial condition and reputation.

The impact on P3 of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect its business, financial condition and results of operations.

Following the Closing, the Company’s only significant assets will be the ownership of a minority, expected to be approximately 28.6%, of the economic interest in P3 LLC, and such ownership may not be sufficient to generate the funds necessary to meet the Company’s financial obligations or to pay any dividends on its Class A Common Stock.

The Company will be required to make payments under the Tax Receivable Agreement for certain tax benefits the Company may claim, and the amounts of such payments could be significant.

Certain of the P3 Equityholders have substantial control over P3, and their interests, along with the interests of other P3 Equityholders, in its business may conflict with yours.

We may face litigation and other risks as a result of any material weakness in P3’s internal control over financial reporting.

Foresight is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

There are currently 32,457,500 shares of our Class A Common Stock and 7,906,250 founder shares issued and outstanding. In addition, there are currently Foresight Warrants to purchase an aggregate of 10,819,167 shares of Class A Common Stock, consisting of public warrants to purchase 10,541,667 shares and Private Placement Warrants to purchase 277,500 shares. Each whole Foresight Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in this proxy statement. The Foresight Warrants will become exercisable on the later of February 12, 2022 and 30 days after the completion of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the Foresight Warrants become exercisable, we may redeem the outstanding Foresight Warrants in whole and not in part, at a price of $0.01 per warrant, if the closing price of our Class A Common Stock equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30-trading day period ending on the third trading day before we send the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsors or their respective permitted transferees. For more information about Foresight, see the sections entitled “Information About Foresight” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Foresight.”

P3 is a patient-centered and physician-led population health management company. Founded and led by physicians, P3 is a team of doctors, clinicians and support service professionals with a shared passion for delivering value-based care. P3’s team’s 20+ years of experience in population health management, combined with its strong payor relationships, large community-based physician networks and custom technology platform uniquely position P3 to unburden physicians, align incentives for physicians and payors and improve the quality of care for the communities it serves.

For more information about P3, see the sections entitled “Information About P3” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of P3.”

On May 25, 2021, we entered into the Merger Agreement among Foresight, P3 and P3 LLC and the Transaction and Combination Agreement among Foresight, the Merger Corps, the Blockers, Splitter and the Blocker Sellers. Pursuant to the Merger Agreement, among other matters described in this proxy statement, Foresight will (i) indirectly acquire approximately 25.2% of the economic interests of P3 LLC (which is the entity into which P3 will be merged pursuant to the P3 Merger) and will become the sole managing member of P3 LLC on the terms and subject to the conditions set forth therein. Pursuant to the Transaction and Combination Agreement, among other matters described in this proxy

statement, Foresight will acquire an additional approximate 3.5% of the economic interests of P3 LLC, by merging each of the Blockers with a wholly-owned subsidiary of Foresight, which will subsequently be merged with and into Foresight, with Foresight as the surviving entity, on the terms and subject to the conditions set forth therein.

Pursuant to the Merger Agreement and the Transaction and Combination Agreement, the Business Combinations are expected to involve six principal components, each to occur at the Closing: the adoption of the Proposed Charter and Proposed Bylaws, the Blocker Reorganization, the Foresight Contribution, the P3 Merger, the P3 Equityholders Subscription and the Blocker Mergers (each as described below).

Pursuant to the P3 Merger, following the Closing the Company and P3 LLC will be organized in an “Up-C” structure, meaning that substantially all of the assets of the combined company will be held by P3 LLC, and the Company’s only assets will be equity interests in P3 LLC, which will own P3’s operating subsidiaries. Following the Closing, the Company will own a minority, expected to be approximately 28.6%, of the economic interests of P3 LLC and will be the sole managing member of P3 LLC. It is anticipated that, upon completion of the Business Combinations, (i) Foresight’s existing stockholders, including our Sponsors, directors and officers, will retain an economic interest of approximately 58% in the Company and a voting interest of approximately 16.6% in the Company, resulting in an indirect economic interest of approximately 16.6% in P3 LLC, (ii) the Subscribers will own an economic interest of approximately 29.9% in the Company and a voting interest of approximately 8.6% in the Company, resulting in an indirect economic interest of approximately 8.6% in P3 LLC, (iii) the Blocker Sellers will own an economic interest of approximately 12.1% in the Company and a voting interest of approximately 3.5% in the Company, resulting in an indirect economic interest of approximately 3.5% in P3 LLC, and (iv) the P3 Equityholders (other than the Blocker Sellers) will own a voting interest of approximately 71.4% in the Company and will own an economic interest of approximately 71.4% in P3 LLC. These percentages are calculated based on a number of assumptions described in this proxy statement, including that our public stockholders do not exercise redemption rights with respect to the Class A Common Stock. See assumptions described under “Certain Defined Terms” and “Summary of the Proxy Statement—Organizational Structure—Following the Business Combinations.”

The total P3 Merger Consideration to be received by the P3 Equityholders at the Closing of the Business Combinations will have an aggregate value of $2.126 billion and, unless elections are made by one or more P3 Equityholders as described in the next sentence, will consist of a mix of up to approximately $305 million in cash and an aggregate of at least 182,104,693 P3 LLC Units (valued at $10.00 per P3 LLC Unit and approximately $1.8 billion in the aggregate). Each P3 Equityholder can elect to receive additional P3 LLC Units in lieu of its portion of the cash consideration, in which case the number of P3 LLC Units to be issued would be increased by an amount equal to the total amount of such portion of the cash consideration divided by $10.00. The P3 Merger Consideration will be allocated among the P3 Equityholders consistent with what each P3 Equityholder would receive if the cash portion of the P3 Merger Consideration and the equity portion of the P3 Merger Consideration were distributed prior to the P3 Merger in accordance with the P3 Existing LLC Agreement, which allocation will be determined prior to the Closing. However, in the event the net cash of Foresight and P3 LLC immediately after the Closing (but excluding any cash held by P3 and its subsidiaries) is less than $180 million, the cash portion of the P3 Merger Consideration will be reduced by such shortfall and the equity portion of the P3 Merger Consideration would be increased by the amount of such shortfall, such that the aggregate value of the consideration in the Business Combinations of $2.126 billion will remain unchanged.

Each Incentive Unit that is outstanding immediately prior to the effective time of the P3 Merger and that is vested will be canceled and will be converted into the right to receive a portion of the P3 Merger Consideration. Each outstanding Incentive Unit that is subject to time-based vesting but not vested immediately prior to the effective time of the P3 Merger will be converted into the right to receive a portion of the P3 Merger Consideration; however, the P3 LLC Units and the cash portion constituting such portion of the P3 Merger Consideration will continue to be subject to such time-based vesting and be treated in accordance with the Merger Agreement. Each outstanding Incentive Unit that is subject to vesting requirements based on the achievement of performance conditions and not vested immediately prior to the effective time of the P3 Merger will be forfeited without consideration.

Pursuant to a letter agreement between P3 and the holders of the P3 Warrants, each P3 Warrant that is outstanding immediately prior to the effective time of the P3 Merger will be deemed to be exercised immediately prior to the effective time of the P3 Merger and the holders thereof will be considered P3 Equityholders entitled to a portion of the P3 Merger Consideration at the closing of the P3 Merger.

On the Closing Date:

Pursuant to the terms of the Charter, in connection with the consummation of the Business Combinations, all then-outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock on a one-for-one basis.

Pursuant to the Merger Agreement, at the Closing, Foresight’s Charter will be further amended and restated as follows:

to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000;

to create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000;

to provide that the Company renounces all interest and expectancy that the Company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to the Sponsor and Chicago Pacific Founders or their affiliates (other than the Company and its subsidiaries), and any of

their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also an officer or employee of the Company or its subsidiaries), or any director or stockholder who is not employed by the Company or its subsidiaries, collectively referred to as the Exempt Persons; and

to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (ii) making the Company’s corporate existence perpetual, and (iii) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which Foresight’s board of directors believes is necessary to adequately address the needs of the Company after the Business Combination.

Pursuant to the Merger Agreement, at the Closing, Foresight’s bylaws will be amended as follows:

to update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all Company board policies and enhanced disclosure of derivative and synthetic ownership interests;

to provide that special meetings of stockholders may be called by the Chairman of the Company board or a majority of the whole board; and

to change the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Company entitled to vote.

Pursuant to the Transaction and Combination Agreement, Splitter will make a liquidating distribution of its equity interests in P3 to Splitter’s members, including Blocker A and Blocker B, resulting in the liquidation of Splitter (the “Blocker Reorganization”).

Pursuant to the Merger Agreement, immediately prior to the P3 Merger, Foresight will cause the trustee to distribute the proceeds of the Trust Account, and Foresight will contribute the proceeds from the issuance of the PIPE Shares pursuant to the Subscription Agreements (after taking into account any redemptions of public shares and other than cash used to pay Blocker Merger Consideration in connection with the Blocker Mergers), in each case, to P3 LLC (the “Foresight Contribution”) in exchange for (i) a number of units of P3 LLC equal to the number of outstanding shares of Class A Common Stock (after giving effect to any public shares tendered for redemption, the PIPE Shares issued pursuant to the Subscription Agreements and the shares of Class A Common Stock issued upon conversion of the founder shares) and (ii) warrants to acquire additional units of P3 LLC equal to the number of outstanding Foresight Warrants.

Pursuant to the Merger Agreement, following the Foresight Contribution, the P3 Merger will be effected, pursuant to which P3 will merge with and into P3 LLC, with P3 LLC surviving the merger, resulting in Foresight becoming a minority equityholder of P3 LLC and each P3 Equityholder being entitled to receive the P3 Merger Consideration, consisting of a mix of cash

and P3 LLC Units unless elected otherwise by one or more P3 Equityholders. As a result of the P3 Merger, all of the outstanding P3 Existing Units will be converted into the right to receive the P3 Merger Consideration, in amounts determined in accordance with the Merger Agreement and the P3 Existing LLC Agreement.

Pursuant to the Merger Agreement and separate subscription agreements with Foresight, following the P3 Merger, each P3 Equityholder that is an accredited investor will have the opportunity to subscribe to purchase shares of Class V Common Stock from Foresight for a subscription price equal to the par value thereof (and the subscription price shall be offset against the consideration in the P3 Merger), with the number of shares of Class V Common Stock subscribed for by each such P3 Equityholders equal to the number of P3 LLC Units such P3 Equityholder receives in the P3 Merger (the “P3 Equityholders Subscription”).

Pursuant to the Transaction and Combination Agreement, (i) the Blocker Mergers will be effected, pursuant to which Foresight will acquire the Blockers by merging Blocker A with Merger A Corp and Blocker B with Merger B Corp, with Blocker A and Blocker B, respectively, as the surviving entities, (ii) the Blocker Sellers will receive a number of shares of Class A Common Stock and cash equal to the number of P3 LLC Units and cash that such Blockers would have received in the P3 Merger (determined without giving effect to any election the Blockers may make to receive additional P3 LLC Units in lieu of cash) and (iii) after each Blocker Merger, the surviving entity of such Blocker Merger will be merged into and consolidated with Foresight.

Unless waived by the parties, the Closing is subject to a number of conditions set forth in the Merger Agreement and the Transaction and Combination Agreement, including, among others, (i) our stockholders having approved, among other things, the Merger Agreement, the Merger Transaction, the Transaction and Combination Agreement and the Blocker Transaction, (ii) a requisite amount of cash being held by Foresight and P3 LLC in the aggregate, whether in or outside the Trust Account and (iii) the representations and warranties of the other parties to the Merger Agreement and the Transaction and Combination Agreement being true and correct, subject to the applicable de minimis, materiality and material adverse effect standards contained therein. For more information about the conditions to the Closing, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—The Merger Agreement and the Transaction and Combination Agreement—Conditions to the Closing of the Business Combinations.”

The Merger Agreement may be terminated at any time prior to the Closing upon agreement of Foresight and P3 or for other reasons in specified circumstances. The Transaction and Combination Agreement may be terminated at any time prior to the Closing upon agreement of Foresight and the Blocker Sellers or for other reasons in specified circumstances For more information about the termination rights under the Merger Agreement and the Transaction and Combination Agreement, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—The Merger Agreement and the Transaction and Combination Agreement —Termination.”

The Merger Agreement provides that, at the Closing, there will be nine members on Foresight’s board of directors, consisting of Mark Thierer, Greg Wasson, Larry Leisure, Mary Tolan, Greg Kazarian, Sherif Abdou, Amir Bacchus, Tom Price and an additional director to be mutually determined by Foresight and P3. All the directors except for                  and                  will be independent under applicable Nasdaq rules. For more information about our board of directors and management at and after the Closing, see the sections entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—Board of Directors of Foresight Following the Business Combinations” and “Management After the Business Combinations.”

The proposed Business Combinations involves numerous risks. For more information about these risks, please read “Risk Factors.”

Under the Charter, in connection with the Business Combinations, holders of our public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Charter. As of March 31, 2021, this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of Foresight following the completion of the Business Combinations and will not participate in the future growth of Foresight, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting of stockholders. For more information about these redemption rights, see the section entitled “Special Meeting of Foresight Stockholders—Redemption Rights.”

Contemporaneously with the execution of the Merger Agreement and the Transaction and Combination Agreement, Foresight entered into the Subscription Agreements with the various Subscribers party thereto.

Under the Subscription Agreements, the Subscribers agreed to purchase and subscribe for, and Foresight agreed to sell and issue to such Subscribers, an aggregate of 20,870,307 PIPE Shares for a purchase price of $10.00 per share, in a private placement. The closing of the sale of the PIPE Shares will be contingent upon the substantially concurrent consummation of the Business Combinations and the satisfaction of other customary closing conditions. The primary purpose of the sale of the PIPE Shares is to raise additional capital for Foresight for use in connection with the Business Combinations and to meet the minimum available cash requirement provided in the Merger Agreement.

Contemporaneously with the execution of the Merger Agreement and the Transaction and Combination Agreement, the Sponsors, Foresight and P3 entered into the Support Agreement.

Pursuant to the Support Agreement, the Sponsors agreed, among other things: (i) not to sell, pledge or otherwise dispose of (or agree to dispose of) any of their securities in Foresight; (ii) to vote or cause to be voted at any meeting in favor of each proposal included in this proxy statement and against any merger or other similar business combination transaction with any party other than P3 or other proposal that would prevent the Business Combinations; (iii) to vote or cause to be voted at any meeting in favor of any amendment to the Foresight Warrants and any amendment thereto proposed in the Warrant Exchange Offer/Solicitation; (iv) to comply with their obligations under that certain letter agreement, dated as of February 9, 2021, by and among Foresight, the Sponsors, Greg Wasson, Michael Balkin, Gerald Muizelaar, Brian Gamache, Robert Zimmerman and John Svoboda; and (v) comply with Foresight’s non-solicitation covenants under the Merger Agreement (with respect to the provisions thereof applicable to representatives of Foresight).

Pursuant to the Support Agreement, our Sponsor (but not FA Co-Investment LLC) agreed to tender or cause to be tendered any and all Foresight Warrants that our Sponsor owns of record or beneficially pursuant to and in accordance with the terms of the Warrant Exchange Offer/Solicitation.

At the Closing, we will enter into certain other agreements related to the Business Combinations, including the Registration Rights and Lock-Up Agreement, the P3 LLC A&R LLC Agreement and the Tax Receivable Agreement. For more information about these agreements, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—Related Agreements.”

Based on the assumptions described under “Certain Defined Terms,” immediately after the Closing:

the public stockholders collectively will (i) own 31,625,000 shares of our Class A Common Stock, representing an approximately 45.4% economic interest in the Company and an approximately 13.0% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 13.0% economic interest in P3 LLC;

the Sponsors, officers and directors will (i) own 8,738,750 shares of our Class A Common Stock, representing an approximately 12.5% economic interest in the Company and an approximately 3.6% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.6% economic interest in P3 LLC;

the Subscribers will (i) own 20,870,307 shares of Class A Common Stock, representing an approximately 29.9% economic interest in the Company and an approximately 8.6% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.6% economic interest in P3 LLC;

the Blocker Sellers collectively will (i) own 8,466,315 shares of Class A Common Stock, representing an approximately 12.1% economic interest and an approximately 3.5% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.5% economic interest in P3 LLC;

the P3 Equityholders (other than the Blocker Sellers) collectively will own (i) 173,638,378 shares of our Class V Common Stock, representing an approximately 71.4% voting interest in the Company and (ii) 173,638,378 P3 LLC Units, representing an approximately 71.4% economic interest in P3 LLC; and

certain members of Foresight’s existing management (excluding securities owned by the Sponsor that may be deemed to be beneficially owned by Messrs. Wasson and Balkin) collectively will (i) own 75,000 shares of Class A Common Stock, representing a less than 1% economic and voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have a less than 1% economic interest in P3 LLC.

Based on the assumptions described under “Certain Defined Terms,” but assuming public stockholders holding an aggregate of 10,495,307 shares of Class A Common Stock exercise redemption rights in connection with the Business Combinations, immediately after the Closing:

the public stockholders collectively will (i) own 21,129,693 shares of our Class A Common Stock, representing an approximately 35.4% economic interest in the Company and an approximately 8.7% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.7% economic interest in P3 LLC;

the Sponsors, officers and directors will (i) own 8,738,750 shares of our Class A Common Stock, representing an approximately 14.6% economic interest in the Company and an approximately 3.6% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.6% economic interest in P3 LLC;

the Subscribers will (i) own 20,870,307 shares of Class A Common Stock, representing an approximately 34.9% economic interest in the Company and an approximately 8.6% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.6% economic interest in P3 LLC;

the Blocker Sellers collectively will (i) own 9,008,254 shares of Class A Common Stock, representing an approximately 15.1% economic interest and an approximately 3.7% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.7% economic interest in P3 LLC;

the P3 Equityholders (other than the Blocker Sellers) collectively will own (i) 183,591,746 shares of our Class V Common Stock, representing an approximately 75.4% voting interest in the Company and (ii) 183,591,746 P3 LLC Units, representing an approximately 75.4% economic interest in P3 LLC; and

certain members of Foresight’s existing management (excluding securities owned by the Sponsor that may be deemed to be beneficially owned by Messrs. Wasson and Balkin) collectively will (i) own 75,000 shares of Class A Common Stock, representing a less than 1% economic and voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have a less than 1% economic interest in P3 LLC.

Our board of directors considered various factors in determining whether to approve the Merger Agreement, the Transaction and Combination Agreement and the Business Combinations. For more information about our board of directors’ decision-making process, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—Our Board of Directors’ Reasons for the Approval of the Business Combinations.”

In addition to voting on the proposal to approve and adopt the Merger Agreement, the Transaction and Combination Agreement and the Business Combinations (the “Business Combinations Proposal”) at the special meeting of stockholders, Foresight’s stockholders will also be asked to vote on:

a proposal (the “Charter Amendment Proposal”) to adopt the Proposed Charter attached as Annex C to this proxy statement;

a proposal (the “Bylaw Amendment Proposal”) to approve amendments to Foresight’s bylaws, in the form of the Proposed Bylaws attached as Annex D to this proxy statement;

eight (8) separate governance proposals (the “Governance Proposals”), on a non-binding advisory basis, relating to the following material differences between Foresight’s current Charter and the Proposed Charter and between Foresight’s current bylaws and the Proposed Bylaws:

Advisory Governance Proposal 4A—to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000;

Advisory Governance Proposal 4B— to create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000;

Advisory Governance Proposal 4C—to provide that the Company renounces all interest and expectancy that the Company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to the Sponsor and Chicago Pacific Founders or their affiliates (other than the Company and its subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also an officer or employee of the Company or its subsidiaries), or any director or stockholder who is not employed by the Company or its subsidiaries, collectively referred to as the Exempt Persons;

Advisory Governance Proposal 4D—to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (ii) making the Company’s corporate existence perpetual, and (iii) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which Foresight’s board of directors believes is necessary to adequately address the needs of the Company after the Business Combinations; and

Advisory Governance Proposal 4E—to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act;

Advisory Governance Proposal 4F—to update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all Company board policies and enhanced disclosure of derivative and synthetic ownership interests;

Advisory Governance Proposal 4G—to provide that special meetings of stockholders may be called by the Chairman of the Company board or a majority of the whole board; and

Advisory Governance Proposal 4H—to change the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Company entitled to vote.

a proposal (the “Nasdaq Proposal”) to approve, in connection with the Business Combinations, for purposes of complying with applicable listing rules of the Nasdaq:

the issuance of (i) shares of Class A Common Stock to the Blocker Sellers in the transactions contemplated by the Transaction and Combination Agreement and (ii) shares of Class V Common Stock the P3 Equityholders who subscribe for shares of Class V Common Stock in the P3 Equityholders Subscription, with the number of such shares of Class A Common Stock and Class V Common Stock being up to 10,048,179 and 202,551,822, respectively;

the issuance, in a private placement to be consummated concurrently with the Closing, of up to 20,870,307 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of approximately $208.7 million pursuant to the terms of the Subscription Agreements entered into with the Subscribers in the PIPE; and

the issuance of a number of shares of Class A Common Stock equal to the number of shares of Class V Common Stock issued in connection with the Business Combinations and the Merger Agreement, which shares of Class A Common Stock will be issuable to the holders of such shares of Class V Common Stock in connection with the future exchange of their P3 LLC Units and shares of Class V Common Stock in accordance with the P3 LLC A&R LLC Agreement to be entered into in connection with the Closing;

a proposal (the “2021 Plan Proposal”) to approve the 2021 Plan; and

a proposal (the “Stockholder Adjournment Proposal” and, together with the Business Combinations Proposal, the Charter Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the 2021 Plan Proposal, the “Stockholder Proposals”) to approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Stockholder Proposals.

Why am I receiving this proxy statement?

Foresight stockholders are being asked to consider and vote upon, among other things, the Business Combinations Proposal to approve and adopt the Merger Agreement, the Transaction and Combination Agreement and the Business Combinations, pursuant to which Foresight will acquire a minority, expected to be approximately 28.6%, of the economic interests of P3 LLC and will become the sole managing member of P3 LLC.

What is being voted on at the special meeting of stockholders?

Below are the proposals on which Foresight stockholders will vote at the special meeting of stockholders.

The Business Combinations Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement, the Transaction and Combination Agreement and the Business Combinations.

The Charter Amendment Proposal—To consider and vote upon a proposal to adopt the Proposed Charter attached as Annex C to the proxy statement.

The Bylaw Amendment Proposal—To consider and vote upon a proposal to approve amendments to Foresight’s bylaws, in the form of the Proposed Bylaws attached as Annex D to this proxy statement.

The Governance Proposals—To consider and vote, on an advisory basis, on eight (8) separate Governance Proposals, on a non-binding advisory basis, relating to the following material differences between Foresight’s current Charter and the Proposed Charter and Foresight’s current bylaws and the Proposed Bylaws:

Advisory Governance Proposal 4A—to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000;

Advisory Governance Proposal 4B— to create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000;

Advisory Governance Proposal 4C—to provide that the Company renounces all interest and expectancy that the Company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to

the Sponsor and Chicago Pacific Founders or their affiliates (other than the Company and its subsidiaries), and any of their respective principals, members, directors, partners, stockholders, officers, employees or other representatives (other than any such person who is also an officer or employee of the Company or its subsidiaries), or any director or stockholder who is not employed by the Company or its subsidiaries, collectively referred to as the Exempt Persons;

Advisory Governance Proposal 4D—to provide for certain additional changes, including, among other things, (i) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (ii) making the Company’s corporate existence perpetual, and (iii) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations, all of which Foresight’s board of directors believes is necessary to adequately address the needs of the Company after the Business Combinations; and

Advisory Governance Proposal 4E—to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act;

Advisory Governance Proposal 4F—to update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the proposing stockholder and the nominee, including director questionnaires, disclosures of voting commitments and compensation arrangements, representations that any nominee will comply with all Company board policies and enhanced disclosure of derivative and synthetic ownership interests;

Advisory Governance Proposal 4G—to provide that special meetings of stockholders may be called by the Chairman of the Company board or a majority of the whole board; and

Advisory Governance Proposal 4H—to change the required vote for stockholder approval in order to alter, amend or repeal the bylaws from the affirmative vote of a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the outstanding voting stock of the Company entitled to vote.

The Nasdaq Proposal—To consider and vote upon a proposal to approve, in connection with the Business Combinations, for purposes of complying with applicable listing rules of Nasdaq:

the issuance of (i) shares of Class A Common Stock to the Blocker Sellers in the transactions contemplated by the Transaction and Combination Agreement and (ii) shares of Class V Common Stock the P3 Equityholders who subscribe for shares of Class V Common Stock in the P3 Equityholders Subscription, with the number of such shares of Class A Common Stock and Class V Common Stock being up to 10,048,179 and 202,551,822, respectively;

the issuance, in a private placement to be consummated concurrently with the Closing, of up to 20,870,307 PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of approximately $208.7 million pursuant to the terms of Subscription Agreements entered into with the Subscribers in the PIPE; and

the issuance of a number of shares of Class A Common Stock equal to the number of shares of Class V Common Stock issued in connection with the Business Combinations and the Merger Agreement, which shares of Class A Common Stock will be issuable to the holders of such shares of Class V Common Stock in connection with the future exchange of their P3 LLC Units and shares of Class V Common Stock in accordance with the P3 LLC A&R LLC Agreement to be entered into in connection with the Closing.

The 2021 Plan Proposal—To approve the 2021 Plan.

The Stockholder Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting of stockholders to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of any of the Stockholder Proposals.

Are the proposals conditioned on one another?

Yes. The Closing is conditioned on the approval of the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Nasdaq Proposal and the 2021 Plan Proposal at the special meeting of stockholders. Except for the Stockholder Adjournment Proposal, each of the Stockholder Proposals is conditioned on the approval of the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Nasdaq Proposal and the 2021 Plan Proposal. The Stockholder Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal, and none of the other Stockholder Proposals is conditioned on the approval of the Governance Proposals or the Stockholder Adjournment Proposal.

Why is Foresight providing stockholders with the opportunity to vote on the Business Combinations?

Under the Charter, we must provide all public stockholders with the opportunity to have their public shares redeemed upon the consummation of our Initial Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combinations Proposal to allow our public stockholders to effectuate redemptions of their public shares in connection with the Closing. The approval of our stockholders of the Business Combinations Proposal is also a condition to the Closing in the Merger Agreement.

What will happen in the Business Combinations?

At the Closing, Foresight will acquire a minority, expected to be approximately 28.6%, of the economic interests in P3 LLC through the P3 Merger and the Blocker Mergers. Pursuant to the terms of the Merger Agreement, at the Closing, the total P3 Merger Consideration to be received by the P3 Equityholders at the closing of the P3 Merger pursuant to the Business Combinations will consist of a mix of up to approximately $305 million in cash and an aggregate of at least 182,104,693 P3 LLC Units (valued at $10.00 per P3 LLC Unit and approximately $1.8 billion in the aggregate), unless elections are made by one or more P3 Equityholders as described in the next sentence. Each P3 Equityholder can elect to receive additional P3 LLC Units in lieu of its portion of the cash consideration, in which case the number of P3 LLC Units to be issued would be increased by an amount equal to the total amount of such portion of the cash consideration divided by $10.00. The P3 Merger Consideration will be allocated among the P3 Equityholders consistent with what each P3 Equityholder would receive if the cash portion of the P3 Merger Consideration and the equity portion of the P3 Merger Consideration were distributed prior to the P3 Merger in accordance with the P3 Existing LLC Agreement, which allocation will be determined prior to the Closing. However, in the event the net cash of Foresight and P3 LLC immediately after the Closing (but excluding any cash held by P3 and its subsidiaries) is less than $180 million, the cash portion of the P3 Merger Consideration will be reduced by such shortfall and the equity portion of the P3 Merger Consideration would be increased by the amount of such shortfall, such that the aggregate value of the consideration in the Business Combinations of $2.126 billion will remain unchanged.

What conditions must be satisfied to complete the Business Combinations?

There are a number of closing conditions in the Merger Agreement and the Transaction and Combination Agreement, including the approval by our stockholders of the Business Combinations Proposal, the Charter Amendment Proposal, the Bylaw Amendment Proposal, the Nasdaq Proposal and the 2021 Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combinations, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—The Merger Agreement and the Transaction and Combination Agreement —Conditions to the Closing of the Business Combinations.”

How will P3 and Foresight be managed and governed following the Business Combinations?

Following the consummation of the Business Combinations, Foresight will hold a minority, expected to be approximately 28.6%, of the economic interests of P3 LLC and will become the sole managing member of P3 LLC, and as a result of the transactions contemplated by the Merger Agreement and the Transaction and Combination Agreement, the P3 Equityholders will become equityholders of P3 LLC and the Blocker Sellers will become stockholders of Foresight. As such, we, through our directors and officers, will be responsible for all operational and administrative decisions of P3 LLC and the day-to-day management of P3’s business. Foresight does not currently have any management-level employees, other than its current officers. Following the consummation of the Business Combinations, the current management of P3 will become the management of Foresight and Greg Wasson, our current Chairman, will become a member of the board of directors and Mark Thierer, a member of our team of advisors, will become Chairman of the board of directors. None of our current officers will be officers of Foresight after the Closing.

What equity stake will current Foresight stockholders and other persons hold in Foresight following the consummation of the Business Combinations?

It is anticipated that, upon completion of the Business Combinations and based on the assumptions described under “Certain Defined Terms,” the Company, which will be the sole managing member of P3 LLC, will own 69,700,372 P3 LLC Units, representing an approximately 28.6% economic interest in P3 LLC, the P3 Equityholders (other than the Blocker Sellers) will own 173,638,378 P3 LLC Units, representing an approximately 71.4% economic interest in P3 LLC, and the ownership of the Company will be as follows:

the public stockholders collectively will (i) own 31,625,000 shares of our Class A Common Stock, representing an approximately 45.4% economic interest in the Company and an approximately 13.0% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 13.0% economic interest in P3 LLC;

the Sponsors, officers and directors will (i) own 8,738,750 shares of our Class A Common Stock, representing an approximately 12.5% economic interest in the Company and an approximately 3.6% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.6% economic interest in P3 LLC;

the Subscribers will (i) own 20,870,307 shares of Class A Common Stock, representing an approximately 29.9% economic interest in the Company and an approximately 8.6% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.6% economic interest in P3 LLC;

the Blocker Sellers collectively will (i) own 8,466,315 shares of Class A Common Stock, representing an approximately 12.1% economic interest in the Company and an approximately 3.5% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.5% economic interest in P3 LLC;

the P3 Equityholders (other than the Blocker Sellers) collectively will own (i) 173,638,378 shares of our Class V Common Stock, representing an approximately 71.4% voting interest in the Company and (ii) 173,638,378 P3 LLC Units, representing an approximately 71.4% economic interest in P3 LLC; and

certain members of Foresight’s existing management (excluding securities owned by the Sponsor that may be deemed to be beneficially owned by Messrs. Wasson and Balkin) collectively will (i) own 75,000 shares of Class A Common Stock, representing a less than 1% economic and voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have a less than 1% economic interest in P3 LLC.

the public stockholders collectively will (i) own 21,129,693 shares of our Class A Common Stock, representing an approximately 35.4% economic interest in the Company and an approximately 8.7% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.7% economic interest in P3 LLC;

the Sponsors, officers and directors will (i) own 8,738,750 shares of our Class A Common Stock, representing an approximately 14.6% economic interest in the Company and an approximately 3.6% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.6% economic interest in P3 LLC;

the Subscribers will (i) own 20,870,307 shares of Class A Common Stock, representing an approximately 34.9% economic interest in the Company and an approximately 8.6% voting interest in the Company, and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 8.6% economic interest in P3 LLC;

the Blocker Sellers collectively will (i) own 9,008,254 shares of Class A Common Stock, representing an approximately 15.1% economic interest in the Company and an approximately 3.7% voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have an approximately 3.7% economic interest in P3 LLC;

the P3 Equityholders (other than the Blocker Sellers) collectively will own (i) 183,591,746 shares of our Class V Common Stock, representing an approximately 75.4% voting interest in the Company and (ii) 183,591,746 P3 LLC Units, representing an approximately 75.4% economic interest in P3 LLC; and

certain members of Foresight’s existing management (excluding securities owned by the Sponsor that may be deemed to be beneficially owned by Messrs. Wasson and Balkin) collectively will (i) own 75,000 shares of Class A Common Stock, representing a less than 1% economic and voting interest in the Company and (ii) indirectly through the Company’s ownership of P3 LLC Units, have a less than 1% economic interest in P3 LLC.

How will the Charter and existing bylaws be amended in connection with the Business Combinations pursuant to the Charter Amendment Proposal and the Governance Proposals?

The amendments to the Charter and the existing bylaws to be made in connection with the Business Combinations pursuant to the Charter Amendment Proposal, the Bylaw Amendment Proposal and the Governance Proposals will (i) increase the number of authorized shares of Class A Common Stock from 200,000,000 to 800,000,000 and increase the number of authorized shares of preferred stock from 1,000,000 to 10,000,000; (ii) create a new class of capital stock, Class V Common Stock, which will carry certain voting rights but no economic rights, and set the number of authorized shares of Class V Common Stock to 200,000,000; (iii) renounce all interest and expectancy that the Company would be entitled to have in, and all rights to be offered an opportunity to participate in, any business opportunity that from time to time may be presented to the Exempt Persons; (iv) provide for certain additional changes, including, among other things, (a) changing the corporate name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”, (b) making the Company’s corporate existence perpetual, and (c) removing certain provisions related to Foresight’s status as a blank check company that will no longer be applicable upon consummation of the Business Combinations; (v) modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act; (vi) update the advance notice requirements for stockholder proposals and nominations to require enhanced disclosure about both the

Why is Foresight proposing the Nasdaq Proposal?

Foresight is proposing the Nasdaq Proposal in order to comply with the Nasdaq listing rules, which require stockholder approval prior to the issuance of shares of common stock in certain circumstances, including if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance. In connection with the Business Combinations, we may issue up to 10,048,179 shares of Class A Common Stock to the Blocker Sellers, up to 202,551,882 shares of Class V Common Stock to the P3 Equityholders who subscribe for shares of Class V Common Stock in the P3 Equityholders Subscription, and up to an additional 20,870,307 shares of Class A Common Stock pursuant to the Subscription Agreements in the PIPE. In addition, we will issue shares of Class A Common Stock to the holders of shares of Class V Common Stock in connection with the future exchange of their P3 LLC Units (as defined in this proxy statement) and shares of Class V Common Stock in accordance with the P3 LLC A&R LLC Agreement. Because Foresight will issue in the aggregate 20% or more of its outstanding voting power and outstanding Common Stock in connection with the Business Combinations and the PIPE, it is required to obtain stockholder approval of such issuances pursuant to Nasdaq listing rules. Stockholder approval of the Nasdaq Proposal is also a condition to the Closing under the Merger Agreement.

What happens if I sell my shares of Class A Common Stock before the special meeting of stockholders?

The record date for the special meeting of stockholders is earlier than the date that the Business Combinations are expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the Business Combinations in accordance with the provisions described herein. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting of stockholders or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

What vote is required to approve the Stockholder Proposals presented at the special meeting of stockholders?

Approval of the Business Combinations Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon at the special meeting of stockholders.

May our Sponsors, directors, officers, advisors or their affiliates purchase shares in connection with the Business Combinations?

In connection with the stockholder vote to approve the proposed Business Combinations, our Sponsors, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our Initial Business Combination. 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. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would 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, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. 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.

How many votes do I have at the special meeting of stockholders?

Foresight’s stockholders are entitled to one vote at the special meeting of stockholders for each share of Class A Common Stock and Class B Common Stock held of record as of                     , 2021, the record date for the special meeting of stockholders. As of the close of business on                     , 2021, there were                  outstanding shares of Class A Common Stock and                  outstanding shares of Class B Common Stock.

What constitutes a quorum at the special meeting of stockholders?

Holders of a majority in voting power of Common Stock issued and outstanding and entitled to vote at the special meeting of stockholders, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting of stockholders.

How will Foresight’s Sponsors, directors and officers vote?

In connection with the IPO, we entered into an agreement with our Sponsors, officers and directors, pursuant to which each agreed to vote any shares of Class A Common Stock or founder shares owned by them in favor of the Business Combinations Proposal. In addition, pursuant to the Support Agreement, the Sponsors agreed to vote their shares in favor of the Business Combinations Proposal. Currently, our Sponsors, directors and officers collectively own approximately 21.6% of our issued and outstanding shares

What interests do the current officers and directors have in the Business Combinations?

In considering the recommendation of our board of directors to vote in favor of the Business Combinations, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the Business Combinations that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combinations, and in recommending to stockholders that they approve the Business Combinations. Stockholders should take these interests into account in deciding whether to approve the Business Combinations. These interests include, among other things:

the beneficial ownership by our Sponsor of 7,526,025 shares of Common Stock, consisting of 6,843,525 founder shares and 682,500 shares of Class A Common Stock, which shares would become worthless if Foresight does not complete an Initial Business Combination within the applicable time period, as our Sponsor has waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $73.9 million based on the closing price of the Class A Common Stock of $9.82 (and in the case of the founder shares, assuming conversion into shares of Class A Common Stock) on Nasdaq on August 4, 2021;

the beneficial ownership by our Sponsor of Private Placement Warrants to purchase 227,500 shares of Class A Common Stock, which warrants would expire and become worthless if we do not complete an Initial Business Combination within the applicable time period. Such warrants have an aggregate market value of approximately $275,275 based on the closing price of the Foresight Warrants of $1.21 on Nasdaq on August 4, 2021;

the beneficial ownership by each of Messrs. Gamache, Svoboda and Zimmerman, each an independent director of Foresight, of 25,000 founder shares, which shares would become worthless if Foresight does not complete an Initial Business Combination within the applicable time period, as our directors have waived any right to redemption with respect to these shares. Such shares held by each director have a market value of approximately $245,500 based on the closing price of the Class A Common Stock of $9.82 on Nasdaq on August 4, 2021;

the economic interests in the Sponsor held by certain of our officers and directors, each of whom is a member of the Sponsor, which gives them an interest in the securities of Foresight held by the Sponsor, and which interests would also become worthless if Foresight does not complete an Initial Business Combination within the applicable time period, including the following:

Mr. Balkin, our Chief Executive Officer and a director of Foresight, made an investment in the equity of the Sponsor in the amount of approximately $1.0 million, which gives Mr. Balkin an interest in 1,830,171 founder shares and 100,000 additional shares of Class A Common Stock held by the Sponsor, which shares would have a market value of approximately $19.0 million, based on the last sale price of $9.82 of the Class A Common Stock (and in the case of the founder shares, assuming conversion into shares of Class A Common Stock) on Nasdaq on August 4, 2021;

Mr. Wasson, our Chairman and a director of Foresight, made an investment in the equity of the Sponsor in the amount of approximately $1.0 million, which gives Mr. Wasson an interest in 1,278,764 founder shares and 100,000 additional shares of Class A Common Stock held by the Sponsor, which shares would have a market value of approximately $13.5 million, based on the last sale price of $9.82 of the Class A Common Stock (and in the case of the founder shares, assuming conversion into shares of Class A Common Stock) on Nasdaq on August 4, 2021;

Mr. Muizelaar, our Chief Financial Officer, has an interest in 55,000 founder shares held by the Sponsor, which shares would have a market value of approximately $540,100, based on the last

sale price of $9.82 of the Class A Common Stock (assuming conversion into shares of Class A Common Stock) on Nasdaq on August 4, 2021;

the continuation of Mr. Wasson as a director of the Company after the Business Combinations; and

the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Business Combinations.

What happens if I vote against the Business Combinations Proposal?

Under the Charter, if the Business Combinations Proposal is not approved and we do not otherwise consummate an alternative business combination by February 12, 2023 (or during any extended time as a result of a stockholder vote), we will be required to (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.

Do I have redemption rights?

If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of our Initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, Foresight will not redeem any public shares in an amount that would cause Foresight’s net tangible assets to be less than $5,000,001 following such redemptions. Notwithstanding the foregoing, 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 Securities Exchange Act of 1934, as amended), will be restricted from redeeming its shares with respect to more than 15% of the shares of Class A Common Stock included in the units sold in our IPO (with respect to any particular public stockholder or “group”, such shares in excess of such 15%, the “Excess Shares”) without our prior consent. Accordingly, all such Excess Shares beneficially owned by a public stockholder or group will not be redeemed for cash. Holders of outstanding public warrants do not have redemption rights in connection with the consummation of our Initial Business Combination. Our Sponsors, officers and directors have agreed to waive their redemption rights in connection with the Closing with respect to any shares of Class A Common Stock and founder shares that they may hold. The founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities and cash held in the Trust Account as of March 31, 2021 of approximately $316.3 million, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combinations are consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of 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) in connection with the liquidation of the Trust Account or if we subsequently complete a different business combination on or prior to February 12, 2023.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain from voting on the Business Combinations Proposal or any other Stockholder Proposal described in this proxy statement. As a result, the Business Combinations can be approved by stockholders who will redeem their public shares and no longer remain stockholders.

How do I exercise my redemption rights?

If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Foresight redeem your public shares for cash, and deliver your public shares to Continental Stock Transfer & Trust Company, Foresight’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the special meeting of stockholders. Any holder of public shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, including interest earned on the funds held in the Trust Account, which interest shall be net of taxes payable. Such amount will be paid promptly upon consummation of the Business Combinations.

What are the U.S. federal income tax consequences of exercising my redemption rights?

Whether the redemption is subject to U.S. federal income tax depends on your particular facts and circumstances. Foresight stockholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their public shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Class A Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A stockholder’s tax basis in its shares of Class A Common Stock generally will equal the cost of such shares. A stockholder who purchased Foresight Units will have to allocate the cost between the shares of Class A Common Stock and Foresight Warrants comprising the Foresight Units based on their relative fair market values at the time of the purchase. See the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—Material United States Federal Income Tax Considerations.”

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of Foresight Warrants have no redemption rights with respect to such warrants.

Do I have appraisal rights if I object to the proposed Business Combinations?

No. There are no appraisal rights available to holders of Common Stock in connection with the Business Combination.

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

If the Business Combinations Proposal is approved, Foresight intends to use a portion of 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 IPO and (iii) for any redemptions of public shares. The remaining balance in the Trust Account, together with proceeds received from the issuance of the PIPE Shares pursuant to the Subscription Agreements, will be contributed by Foresight into P3 LLC and, will become funds of P3 LLC. P3 LLC expects to use such funds to pay expenses incurred by it in connection with the Business Combinations, to fund future acquisitions or for other general corporate purposes. See the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal” for additional information.

Did Foresight’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combinations?

Foresight’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combinations. Foresight’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combinations was fair from a financial perspective to its stockholders. The board of directors also determined, without seeking a valuation from a financial advisor, that P3’s fair market value was at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing the Merger Agreement and the Transaction and Combination Agreement. Accordingly, investors will be relying on the judgment of Foresight’s board of directors in valuing P3’s business, and assuming the risk that the board of directors may not have properly valued such business.

What happens if the Business Combinations are not consummated or is terminated?

There are certain circumstances under which the Merger Agreement and the Transaction and Combination Agreement may be terminated. See the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—The Merger Agreement and the Transaction and Combination Agreement—Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Charter, if an Initial Business Combination is not consummated by February 12, 2023, Foresight 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.

What happens to the founder shares if the Business Combinations are consummated?

Pursuant to the terms of the Charter, in connection with the consummation of the Business Combinations, all then-outstanding shares of Class B Common Stock will be converted into shares of Class A Common Stock on a one-for-one basis.

When are the Business Combinations expected to be consummated?

It is currently anticipated that the Business Combinations will be consummated promptly following the special meeting of stockholders to be held on                      , 2021; provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the Business Combinations have been satisfied or waived. For a description of the conditions for the completion of the Business Combinations, see the section entitled “Stockholder Proposal No. 1—The Business Combinations Proposal—The Merger Agreement and the Transaction and Combination Agreement —Conditions to the Closing of the Business Combinations.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including “Risk Factors” and the annexes, and to consider how the Business Combinations will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of shares of Common Stock on                , 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable Stockholder Proposals in person via the virtual meeting platform at the special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

What will happen if I abstain from voting or fail to vote at the special meeting of stockholders?

At the special meeting of stockholders, Foresight will count a properly executed proxy marked “ABSTAIN” with respect to a particular Stockholder Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Nasdaq Proposal, the 2021 Plan Proposal or the Stockholder Adjournment Proposal but will have the same effect as a vote AGAINST the Business Combinations Proposal, the Charter Amendment Proposal and the Bylaw Amendment Proposal.

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by Foresight without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Stockholder Proposal presented to the stockholders.

If I am not going to attend the special meeting of stockholders virtually, should I submit my proxy card instead?

Yes. Whether you plan to attend the special meeting of stockholders virtually or not, please read this proxy statement carefully, and vote your shares by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Foresight believes the Stockholder Proposals presented to the stockholders will be considered non-discretionary, and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Foresight’s secretary at the address listed below so that it is received by our secretary prior to the special meeting of stockholders or virtually attend the special meeting of stockholders and vote during the special meeting. You also may revoke your proxy by sending a notice of revocation to Foresight’s secretary, which must be received prior to the special meeting of stockholders.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

What happens to the Foresight Warrants I hold if I vote my shares of Class A Common Stock against approval of the Business Combinations Proposal and validly exercise my redemption rights?

Properly exercising your redemption rights as a Foresight stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combinations Proposal or any of the other proposals described in this proxy

Who can help answer my questions?

If you have questions about the Stockholder Proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Who will solicit and pay the cost of soliciting proxies?

Foresight will pay the cost of soliciting proxies for the special meeting of stockholders. Foresight has engaged             , to assist in the solicitation of proxies for the special meeting of stockholders. Foresight has agreed to pay              a fee of $         , plus disbursements. Foresight will reimburse              for reasonable out-of-pocket expenses and will indemnify              and its affiliates against certain claims, liabilities, losses, damages and expenses. Foresight will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

attract new members and partner physicians to its platform and position its platform as a convenient and accepted way to access and deliver healthcare;

retain its current members, affiliated professional entities and other physician partners and encourage them to continue to utilize its platform and services;

gain market acceptance of its services and products with members and physicians and maintain and expand such relationships;

comply with existing and new laws and regulations applicable to its business and in its industry;

anticipate and respond to changes in Medicare reimbursement rates and the markets in which P3 operates;

react to challenges from existing and new competitors;

maintain and enhance its reputation and brand;

effectively manage its growth and business operations, including new geographies;

forecast its revenue, which includes reimbursements, and budget for, and manage, its expenses, including its medical expense amounts, and capital expenditures;

hire and retain talented individuals at all levels of its organization;

maintain and improve the infrastructure underlying its platform, including its data protection, intellectual property and cybersecurity; and

successfully update its platform and services, including expanding its services into different healthcare products and services, develop and update its software, offerings and services to benefit its members.

its ability to achieve revenue growth;

its ability to effectively manage medical expense amounts;

the cost of expanding its operations, including its geographic scope, and its offerings, including its marketing efforts;

its rate of progress in launching, commercializing and establishing adoption of its services; and

the effect of competing technological and market developments.

price, performance and functionality of its solution;

availability, price, performance and functionality of competing solutions;

its ability to develop and sell complementary services;

stability, performance and security of its hosting infrastructure and hosting services; and

changes in healthcare laws, regulations or trends.

create greater awareness of its brand;

identify the most effective and efficient levels of spending in each market, media and specific media vehicle;

determine the appropriate creative messages and media mix for advertising, marketing and promotional expenditures;

effectively manage marketing costs (including creative and media) to maintain acceptable consumer acquisition costs;

select the most effective markets, media and specific media vehicles in which to advertise; and

convert consumer inquiries into clients and members.

government regulations or private initiatives that affect the manner in which healthcare providers interact with patients, payors or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services;

consolidation of healthcare industry participants;

federal amendments to, lack of enforcement or development of applicable regulations for, or repeal of The Patient Protection and Affordable Care Act;

reductions in government funding for healthcare; and

adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants.

its ability to maintain and grow the number of members on its platform;

the demand for and types of services that are offered on its platform by providers;

the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines;

the amount and timing of operating expenses related to the maintenance and expansion of its business, operations and infrastructure;

its ability to effectively manage the size and composition of its network of healthcare providers relative to the level of demand for services from its members and its clients’ members and patients;

its ability to respond to competitive developments, including pricing changes and the introduction of new products and services by its competitors;

client and member renewal rates and the timing and terms of client and member renewals;

changes to its pricing model;

its ability to introduce new features and services and enhance its existing platform and its ability to generate significant revenue from new features and services;

the impact of outages of its platform and associated reputational harm;

security or data privacy breaches and associated remediation costs;

the timing of expenses related to the development or acquisition of technologies or businesses; and

the COVID-19 pandemic or other pandemics.

the federal Anti-Kickback Statute (the “AKS”), which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. Although there are several statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution, the exceptions and safe harbors are drawn narrowly. By way of example, the AKS safe harbor for value-based arrangements requires, 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 a safe harbor, however, does not render an arrangement illegal, although such arrangements may be subject to greater scrutiny by government authorities. Further, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

the federal physician self-referral law (the “Stark Law”), which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services (“DHS”) if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS;

the federal False Claims Act (the “FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. There are many potential bases for liability under the FCA. The government has used the FCA to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, and providing care that is not medically necessary or that is substandard in quality. In addition, P3 could be held liable under the FCA if it is deemed to “cause” the submission of false or fraudulent claims by, for example, providing inaccurate billing, coding or risk adjustment information to its affiliated professional entities and other physician partners through Provider Portal and Analytic Management Tools, respectively. The government may also assert that a claim including items or services resulting from a violation of the AKS or Stark Law constitutes a false or fraudulent claim for purposes of the FCA;

the Civil Monetary Penalties Statute, which prohibits, among other things, an individual or entity from offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or

should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider;

the criminal healthcare fraud provisions of HIPAA and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material 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 to have committed a violation;

reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers;

laws that regulate debt collection practices;

a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or refund known overpayments;

federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; and

federal and state laws pertaining to the provision of services by nurse practitioners and physician assistants in certain settings, physician supervision of those services, and reimbursement requirements that depend on the types of services provided and documented and relationships between physician supervisors and nurse practitioners and physician assistants.

refunding amounts P3 has been paid pursuant to the Medicare or Medicaid programs or from payors;

state or federal agencies imposing fines, penalties and other sanctions on P3;

temporary suspension of payment for new patients to the facility or agency;

decertification or exclusion from participation in the Medicare or Medicaid programs or one or more payor networks;

self-disclosure of violations to applicable regulatory authorities;

damage to P3’s reputation;

the revocation of a facility’s or agency’s license;

criminal penalties;

a corporate integrity agreement with the Department of Health and Human Services, Office of Inspector General; and