P3 Health Partners SPAC Presentation Deck
Summary Risk Factors
Key Risks Relating to P3 Health Group Holdings, LLC ("P3 Health") and Foresight Acquisition Corp. ("Foresight")
Certain factors may have a material adverse effect on our business, financial condition, and results of operations. The summary risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. The list below has been prepared solely for purposes of the proposed private placement
offering in connection with the proposed business combination (the "Business Combination") between P3 Health and Foresight Acquisition Corp., a special purpose acquisition company (SPAC), and solely for potential private
placement investors in such offering, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in documents filed or furnished in the future by Foresight with the U.S. Securities and
Exchange Commission, including the documents to be filed or furnished in connection with the Business Combination. The risks presented in such filings may differ significantly from and be more extensive than those presented below.
We have a history of net losses. We expect to continue to incur losses for the foreseeable future and we may never achieve or maintain profitability.
Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Following the consummation of the Business Combination and private placement offering, we will need to raise additional capital to fund our existing operations, develop and commercialize new services and expand our operations.
The COVID-19 pandemic has impacted, and may continue to impact, our operations and may materially and adversely affect our business and financial results.
We rely on our management team and key employees and our business, financial condition, cash flows and results of operations could be harmed if we are unable to retain qualified personnel.
Our growth depends in part on our ability to identify and develop successful new geographies, physician partners, payors and patients. If we are not able to successfully execute upon our growth strategies, there may be a material
adverse effect on our business, financial condition, cash flows and results of operations.
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If growth in the number of patients and physician partners on our platform decreases, or the number of products or services that we are able to provide to physician partners and patients decreases, due to legal, economic or
business developments, our business, financial condition and results of operations will be harmed.
Under most of our agreements with health plans, we assume some or all of the risk that the cost of providing services will exceed our compensation. A failure to accurately estimate either payments owed to us or incurred but not
reported medical expense could adversely affect our results of operations and result in reduced revenues and/or increased expenses and therefore losses that are significantly higher than initially reported or reductions in income.
If the estimates and assumptions we use to project the size, revenue or medical expense amounts are inaccurate, our future growth prospects may be impacted and we may generate additional losses or fail to attain financial
performance targets.
We primarily depend on reimbursements 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.
One of P3 Health's existing equity holders has asserted it has a contractual option to purchase additional equity interests in P3 Health in connection with the proposed transactions with Foresight. If applicable, it would result in a $25
million capital inflow to the P3 Health and shift the relative equity ownership of the existing P3 Health owners. P3 Health does not agree that such contractual option applies to this transaction as structured, and that specified
exceptions apply. P3 Health and Foresight have proposed a transaction structure such that any exercise of the option, if it applied, would not result in dilution to existing investors in Foresight or investors in the private placement.
However, no assurance can be made that this issue will not ultimately result in litigation by and among the existing equity holders of P3 Health.
Changes in the payor mix of patients and potential decreases in our reimbursement rates as a result of consolidation among health plans could adversely affect our revenues and results of operations.
The impact on us of recent healthcare legislation and other changes in the healthcare industry and in healthcare spending is currently unknown, but may adversely affect our business, financial condition and results of operations. 40
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