INCOME TAX (Tables)
|
11 Months Ended |
12 Months Ended |
Dec. 02, 2021 |
Dec. 31, 2022 |
| Schedule of net deferred tax assets |
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2022 |
|
2021 |
Deferred tax assets: |
|
|
|
|
|
|
Investment in P3 LLC |
|
$ |
20,684 |
|
$ |
— |
Net operating loss carryforwards |
|
|
17,601 |
|
|
6,922 |
Accrued liabilities |
|
|
2,764 |
|
|
3,307 |
Goodwill and identifiable intangible assets |
|
|
589 |
|
|
— |
Section 163j interest limitation |
|
|
1,995 |
|
|
1,232 |
Other deferred tax assets |
|
|
94 |
|
|
3 |
Total deferred tax assets |
|
|
43,727 |
|
|
11,464 |
Less: valuation allowance |
|
|
(43,558) |
|
|
(9,621) |
Net deferred tax assets |
|
|
169 |
|
|
1,843 |
Deferred tax liabilities: |
|
|
|
|
|
|
Other deferred tax liabilities |
|
|
(150) |
|
|
(87) |
Operating lease, right-of-use assets |
|
|
(19) |
|
|
— |
Goodwill and identifiable intangible assets |
|
|
— |
|
|
(1,756) |
Total deferred tax liabilities |
|
|
(169) |
|
|
(1,843) |
Net deferred tax asset |
|
$ |
— |
|
$ |
— |
|
| Schedule of income tax provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|
Year Ended |
|
December 3, 2021 |
|
|
January 1, 2021 |
|
|
December 31, |
|
through December 31, |
|
|
through December 2, |
|
|
2022 |
|
2021 |
|
|
2021 |
Current income taxes: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
111 |
|
$ |
— |
|
|
$ |
— |
State |
|
|
1,751 |
|
|
— |
|
|
|
— |
Total current income taxes |
|
$ |
1,862 |
|
$ |
— |
|
|
$ |
— |
Deferred income taxes: |
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
— |
|
|
— |
|
|
|
— |
State |
|
|
— |
|
|
— |
|
|
|
— |
Total deferred income taxes |
|
|
— |
|
|
— |
|
|
|
— |
Total income tax expense |
|
$ |
1,862 |
|
$ |
— |
|
|
$ |
— |
|
| Schedule of reconciliation of federal statutory income tax rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|
Year Ended |
|
December 3, 2021 |
|
|
January 1, 2021 |
|
|
|
December 31, |
|
through December 31, |
|
|
through December 2, |
|
|
|
2022 |
|
2021 |
|
|
2021 |
|
Tax at federal statutory rate |
|
$ |
(327,536) |
|
$ |
(12,166) |
|
|
$ |
(30,744) |
|
Non-controlling interest and nontaxable income |
|
|
260,020 |
|
|
8,359 |
|
|
|
30,744 |
|
Change in valuation allowance |
|
|
33,961 |
|
|
2,832 |
|
|
|
— |
|
Investment in P3 LLC |
|
|
35,147 |
|
|
1,550 |
|
|
|
— |
|
Other reconciling items |
|
|
270 |
|
|
(575) |
|
|
|
— |
|
Total |
|
$ |
1,862 |
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
(0.1) |
% |
|
— |
% |
|
|
— |
% |
|
| Foresight Acquisition Corp |
|
|
| Schedule of net deferred tax assets |
|
|
|
|
|
|
|
|
|
December 2, |
|
December 31, |
|
|
2021 |
|
2020 |
Deferred tax assets |
|
|
|
|
|
|
Net operating loss carryforward |
|
$ |
38,800 |
|
$ |
480 |
Startup/Organization Expenses |
|
|
4,728,629 |
|
|
— |
Total deferred tax assets, net |
|
|
4,767,429 |
|
|
480 |
Valuation Allowance |
|
|
(4,767,429) |
|
|
(480) |
Deferred tax assets, net of valuation allowance |
|
$ |
— |
|
$ |
— |
|
|
| Schedule of income tax provision (benefit) |
|
|
|
|
|
|
|
|
|
For the period from |
|
For the period from |
|
|
January 1, 2021 through |
|
August 20, 2020 (inception) |
|
|
December 2, |
|
through December 31, |
|
|
2021 |
|
2020 |
Federal |
|
|
|
|
|
|
Current |
|
$ |
— |
|
$ |
— |
Deferred benefit |
|
|
(4,773,438) |
|
|
(480) |
State and Local |
|
|
|
|
|
|
Current |
|
|
— |
|
|
— |
Deferred |
|
|
— |
|
|
— |
Change in valuation allowance |
|
|
4,773,438 |
|
|
480 |
Income tax provision |
|
$ |
— |
|
$ |
— |
|
|
| Schedule of reconciliation of federal statutory income tax rate |
|
|
|
|
|
|
|
|
December 2, |
|
December 31, |
|
|
|
2021 |
|
2020 |
|
Statutory federal income tax rate |
|
21.00 |
% |
21.00 |
% |
State taxes, net of federal tax benefit |
|
0.00 |
% |
0.00 |
% |
Change in fair value of warrant liabilities |
|
(1.76) |
% |
0.00 |
% |
Transaction costs incurred in connection with IPO |
|
0.00 |
% |
0.00 |
% |
Fair value of warrant liability in excess of proceeds from Private Placement |
|
0.00 |
% |
0.00 |
% |
Change in valuation allowance |
|
(19.24) |
% |
(21.00) |
% |
Income tax provision |
|
0.00 |
% |
0.00 |
% |
|
|