P3 Health Partners Inc 8-K, filed Nov 16, 2021
P3 Health Partners Inc. (PIII)
About this 8-K
P3 Health Partners Inc filed this 8-K on November 16, 2021, reporting on events of November 15, 2021.
Items reported
- Item 4.02: Earlier financial statements no longer reliable
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In light of recent comments issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Foresight Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of its redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) in February 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.
As a result of the foregoing, on November 15, 2021, the audit committee of the Company’s board of directors concluded, after discussion with the Company’s management and Marcum LLP, the Company’s independent registered public accounting firm, that the Company’s previously issued (i) audited balance sheet as of February 12, 2021, as previously restated in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 25, 2021 (the “Q1 Form 10-Q”), (ii) unaudited interim financial statements for the quarterly period ended March 31, 2021, included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 20, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods and intends to include a footnote in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Q3 Form 10-Q”), reflecting the restatement for the Affected Periods.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.
Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial and accounting officer, the Company conducted an evaluation of the effectiveness of its disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2021. Based on this evaluation, the Company’s principal executive officer and principal financial and accounting officer have concluded that as of September 30, 2021, the Company’s disclosure controls and procedures were not effective, due to the material weakness in analyzing complex financial instruments including the proper accounting for warrants as liabilities and the proper classification of redeemable Class A ordinary stock as temporary equity. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORESIGHT ACQUISITION CORP. | ||
| By: | /s/ Michael Balkin | |
| Name: | Michael Balkin | |
| Title: | Chief Executive Officer | |
Date: November 15, 2021