P3 Health Partners entered into a non-binding letter of intent to acquire Foresight Acquisition Corp. (NASDAQ:FORE) in a reverse merger transaction for $2.1 billion on March 25, 2021. P3 Health Partners signed a definitive agreement to acquire Foresight Acquisition Corp. (NASDAQ:FORE) in a reverse merger transaction for $2.1 billion on May 25, 2021. The merger consideration to be paid to the members of P3 (the “P3 Unitholders”) pursuant to the merger agreement will have an aggregate value of $2.13 billion and will consist of (i) 181.105 million common units of the Surviving Company (with a deemed value of $10 per unit) (the “equity consideration”) and (ii) cash in an aggregate amount of $305 million. The acquisition also includes a $209 million PIPE financing. At closing, P3 Health Partners' shareholders will hold approximately 75% of the equity of the combined Company by rolling their existing holdings into the transaction. Upon closing of the transaction, the combined entity will be renamed P3 Health Partners and is expected to remain listed on the Nasdaq Capital Market. Upon termination of the merger agreement, Foresight will be obligated to pay P3 a termination fee of $5 million. Mark Thierer is expected to become the Chairman of the P3 Health Partners's Board of Directors.

Consummation of the transaction is subject to customary and other conditions, including, among other things: the stockholders of Foresight having approved, among other things, the transactions contemplated by the merger agreement and the blocker agreement, governmental approval, the completion of all required filings under the Hart-Scott-Rodino Act, Registration Rights, Lock-Up Agreement, after giving effect to (A) the payment by Foresight of any of Foresight's expenses, fees or costs incurred related to the Merger Agreement, (B) the exercise of redemption rights by holders of the outstanding shares of Foresight Class A Common Stock and (C) the sale and issuance by Foresight of Foresight Class A Common Stock between the date of the Merger Agreement and the Effective Time pursuant to the PIPE Subscription Agreements and (D) the sale and issuance by Foresight of any other securities of Foresight in accordance with the provisions of the Merger Agreement between the date of the Merger Agreement and the Effective Time, the amount of cash held by Foresight and the Surviving Company in the aggregate, whether in or outside the Trust Account (collectively, the “Available Cash”) shall be at least $400,000,000; and the representations and warranties of the other parties to the Merger Agreement being true and correct, subject to the de minimis, materiality, material adverse effect standards contained in the Merger Agreement and the completion of the Blocker Reorganization. The transaction is approved by boards of directors of P3 Health Group and unanimously approved by boards of directors of Foresight. On July 26, 2021, the applicable antitrust waiting period expired. The shareholders meeting of Foresight shall be held on November 18, 2021. The Special meeting of Foresight Acquisition Corp. stockholders to approve the business combination adjourned to November 24, 2021. The Special meeting of Foresight Acquisition Corp. stockholders to approve the business combination adjourned to December 3, 2021. The transaction is expected to close in second half of 2021. On November 21, 2021, the closing date of the transaction was extended from November 25, 2021 to December 8, 2021. As of December 3, 2021, the transaction has been approved by shareholder of Foresight Acquisition. The transaction will close as promptly as practicable after the Special Meeting, subject to the satisfaction or waiver (as applicable) of all other closing conditions.

J.P. Morgan Securities LLC acted as financial advisor to P3. Wesley Holmes, Charles Ruck, Andrea Ramezan-Jackson, Michelle Carpenter, Aryeh Zuber and R. Scott Shean of Latham & Watkins LLP acted as legal advisors to P3. Todd A. Mazur of Greenberg Traurig, LLP acted as legal advisor to Foresight. Cowen and William Blair acted as financial advisors to Foresight. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent to Foresight. Foresight has engaged Morrow Sodali LLC to assist in the solicitation of proxies for a fee of $37,500. Craig Caprenito of King & Spalding LLP and Bruce Jameson of Prickett Jones & Elliott, P.A. acted for Hudson Vegas Investment Manager, LLC. PNC Bank, N.A. acted for Escrow Agent.

P3 Health Partners completed the acquisition of Foresight Acquisition Corp. (NASDAQ:FORE) in a reverse merger transaction on December 3, 2021. The combined company will be named P3 Health Partners Inc. and its shares of Class A common stock and warrants are expected to begin trading December 6, 2021, on the Nasdaq under the ticker symbols “PIII” and “PIIIW”, respectively. The resulting issuer will be led by P3's management team and P3's Board of Directors will consist of nine directors led by Chairman Mark Thierer, including as CEO of Catamaran and CEO of OptumRx. Other board members include P3's CEO Sherif Abdou, P3's Chief Medical Officer Amir Bacchus, along with Greg Wasson, Lawrence B. Leisure, Mary Tolan, Greg Kazarian, Thomas E. Price and Jeffrey G. Park. As of the Closing Date following the completion of the Business Combinations, the Company had 41,578,890 shares of Class A Common Stock issued and outstanding held of record by nine holders, 202,024,923 shares of Class V Common Stock issued and outstanding held of record by 40 holders and 10,819,115 Warrants outstanding held of record by three holders.