P3 Health Partners (PIII) S-1 1 May 23 IPO registration Financial data

Cover Page

Cover Page	12 Months Ended
	Dec. 31, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	P3 Health Partners Inc.
Entity Central Index Key	0001832511
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash		$ 17,537	$ 140,478
Restricted cash		920	356
Health plan receivable		72,092	50,251
Clinic fees and insurance receivable, net		822	1,090
Other receivable		6,678	727
Prepaid expenses and other current assets		2,643	6,959
TOTAL CURRENT ASSETS		100,692	199,861
LONG-TERM ASSETS:
Property and equipment, net		8,839	8,048
Goodwill			1,309,750
Intangible assets, net		751,050	835,839
Other long-term assets		15,990	10,611
TOTAL LONG-TERM ASSETS		775,879	2,164,248
TOTAL ASSETS	[1]	876,571	2,364,109
CURRENT LIABILITIES:
Accounts payable		11,542	5,469
Accrued expenses and other current liabilities		16,647	12,261
Accrued payroll		8,224	6,304
Health plan settlements payable		13,608	22,549
Claims payable		151,207	101,958
Premium deficiency reserve		26,375	37,836
Accrued interest		14,061	8,771
Current portion of long-term debt			46
Short-term debt			3,579
TOTAL CURRENT LIABILITIES		241,664	198,773
LONG-TERM LIABILITIES:
Operating lease liability		11,516	6,297
Warrant liabilities		1,517	11,383
Contingent consideration		4,794	3,487
Long-term debt, net		94,421	80,000
TOTAL LONG-TERM LIABILITIES		112,248	101,167
TOTAL LIABILITIES	[1]	353,912	299,940
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Redeemable non-controlling interest		516,805	1,790,617
STOCKHOLDERS' EQUITY:
Additional paid in capital		315,375	312,946
Accumulated deficit		(309,545)	(39,418)
TOTAL STOCKHOLDERS' EQUITY		5,854	273,552
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY		876,571	2,364,109
Class A common
STOCKHOLDERS' EQUITY:
Common stock		4	4
Class V common
STOCKHOLDERS' EQUITY:
Common stock		$ 20	$ 20
[1] The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 23: Variable Interest Entities, P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $3.1 million and $8.1 million as of December 31, 2022 and 2021, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $9.9 million and $6.1 million as of December 31, 2022 and 2021, respectively. These VIE assets and liabilities do not include $33.0 million of net amounts due to affiliates as of December 31, 2022 and $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 as these are eliminated in consolidation and not presented within the consolidated balance sheets.

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Due to affiliates	$ 33	$ 24.1
Investment in affiliates		6
VIE
CONSOLIDATED BALANCE SHEETS
Assets to settle obligations	3.1	8.1
Liabilities without recourse to company assets	$ 9.9	$ 6.1
Class A common
CONSOLIDATED BALANCE SHEETS
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	800,000,000	800,000,000
Common stock shares issued	41,578,890	41,578,890
Common stock shares outstanding	41,578,890	41,578,890
Class V common
CONSOLIDATED BALANCE SHEETS
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	205,000,000	205,000,000
Common stock shares issued	201,592,012	196,553,523
Common stock shares outstanding	201,592,012	196,553,523

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 58,762	$ 578,602	$ 1,049,471
OPERATING EXPENSE:
Medical expense	66,877	592,465	1,057,224
Premium deficiency reserve	26,277	11,559	(11,461)
Corporate, general and administrative expense	16,983	100,243	157,284
Sales and marketing expense	364	1,818	5,096
Depreciation and amortization	7,149	1,575	87,289
Goodwill impairment	0		1,314,952
TOTAL OPERATING EXPENSE	117,650	707,660	2,610,384
OPERATING LOSS	(58,888)	(129,058)	(1,560,913)
OTHER INCOME (EXPENSE):
Interest expense, net	(851)	(9,824)	(11,404)
Mark-to-market of stock warrants	2,272	(7,665)	9,865
Other	(471)	147	2,757
TOTAL OTHER INCOME (EXPENSE)	950	(17,342)	1,218
LOSS BEFORE INCOME TAXES	(57,938)	(146,400)	(1,559,695)
PROVISION FOR INCOME TAXES			(1,862)
NET LOSS	(57,938)	(146,400)	(1,561,557)
LESS: NET LOSS ATTRIBUTABLE TO REDEEMABLE NON-CONTROLLING INTERESTS	(47,857)		(1,291,430)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	$ (10,081)	(146,400)	$ (270,127)
NET LOSS PER SHARE (BASIC)	$ (0.24)		$ (6.50)
NET LOSS PER SHARE (DILUTED)	$ (0.24)		$ (6.50)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)	41,579		41,579
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (DILUTED)	41,579		41,579
Capitated revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 57,224	567,735	$ 1,034,800
Other patient service revenue
OPERATING REVENUE:
TOTAL OPERATING REVENUE	$ 1,538	$ 10,867	$ 14,671

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY - USD ($) $ in Thousands	Common Stock Common Class A [Member]	Common Stock Class V Common [Member]	Additional Paid in Capital	[1]	Accumulated Deficit	Redeemable Non-controlling Interests	Class A Units Subject to Possible Redemption	Class D Units Subject To Possible Redemption	Class B-1 Preferred Units	Class B-2 Preferred Units	Class B-3 Preferred Units	Class C Preferred Units	Class C-1 Preferred Units	Class C-2 Preferred Units	Redemption of Profits Interests	Total
Financial Designation, Predecessor and Successor [Fixed List]																Predecessor
MEMBERS' DEFICIT at Dec. 31, 2020					$ (130,485)				$ 380			$ 67			$ (180)	$ (130,218)
MEMBERS' DEFICIT (in shares) at Dec. 31, 2020									6,000,000			1,302,083
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY
Unit Based Compensation									$ 380			$ 902				1,282
Unit Based Compensation (in shares)									2,000,000			660,417
Accelerated on Merger Date										$ 81	$ 56		$ 2,243	$ 39
Accelerated on Merger Date (in shares)										4,054,054	5,647,438		1,035,833	1,685,000
Net Loss					(146,400)											(146,400)
STOCKHOLDERS' EQUITY at Dec. 02, 2021	$ 4	$ 20	$ 312,946		(29,337)											283,633
STOCKHOLDERS' EQUITY (in shares) at Dec. 02, 2021	41,578,890	196,553,523
MEMBERS' DEFICIT at Dec. 02, 2021					(276,885)				$ 897			$ 3,251			$ (180)	$ (272,917)
MEMBERS' DEFICIT (in shares) at Dec. 02, 2021									17,701,492			4,683,333
STOCKHOLDERS' EQUITY at Dec. 31, 2020							$ 43,656	$ 47,042
STOCKHOLDERS' EQUITY (in shares) at Dec. 31, 2020							43,000,000	16,130,034
STOCKHOLDERS' EQUITY at Dec. 02, 2021						$ 1,833,838	$ 43,656	$ 47,042
STOCKHOLDERS' EQUITY (in shares) at Dec. 02, 2021							43,000,000	16,130,034
Financial Designation, Predecessor and Successor [Fixed List]																Successor
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY
Net Loss					(10,081)											$ (10,081)
STOCKHOLDERS' EQUITY at Dec. 31, 2021	$ 4	$ 20	312,946		(39,418)											273,552
STOCKHOLDERS' EQUITY (in shares) at Dec. 31, 2021	41,578,890	196,553,523
MEMBERS' DEFICIT at Dec. 31, 2021																$ 273,552
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY
Equity-based compensation						4,635
Net Loss						(47,856)
STOCKHOLDERS' EQUITY at Dec. 31, 2021						1,790,617
Financial Designation, Predecessor and Successor [Fixed List]																Successor
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY
Equity-based compensation			1,786													$ 1,786
Vesting of stock compensation awards (in shares)		5,038,489
Class A common stock warrants issued			643													643
Net Loss					(270,127)											(270,127)
STOCKHOLDERS' EQUITY at Dec. 31, 2022	$ 4	$ 20	$ 315,375		$ (309,545)											5,854
STOCKHOLDERS' EQUITY (in shares) at Dec. 31, 2022	41,578,890	201,592,012
MEMBERS' DEFICIT at Dec. 31, 2022																$ 5,854
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY
Equity-based compensation						17,618
Net Loss						(1,291,430)
STOCKHOLDERS' EQUITY at Dec. 31, 2022						$ 516,805
[1] Included in the opening balance are transactions completed in connection with the Business Combinations (Note 5), including the PIPE Investment (Note 1) of $195.3 million (net of issuance costs), the equity consideration to P3 shareholders of $80.3 million, and the trust proceeds (net of redemptions) of $37.4 million.

CONSOLIDATED STATEMENTS OF ST_2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' DEFICIT AND MEZZANINE EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Additional Paid in Capital
Business Combinations, including the PIPE investment (net of issuance costs)	$ 195,300
Trust proceeds (net of redemptions)	37,400
P3 LLC [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	80,301
P3 LLC [Member] | Additional Paid in Capital
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 80,300

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Jun. 30, 2022	Dec. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor	Successor
Net loss	$ (57,938)			$ (146,400)	$ (1,561,557)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	7,149			1,575	87,289
Equity-based compensation	4,635			3,701	19,404
Goodwill impairment	0	$ 463,500	$ 851,500		1,314,952
Amortization of original issue discount and debt issuance costs				1,798
Accretion of contingent consideration					400
Gains on changes in fair value of warrants	(2,272)			7,665	(9,865)
Premium deficiency reserve	26,277			11,559	(11,461)
Changes in operating assets and liabilities:
Health plan receivable	3,236			(2,770)	(21,841)
Clinic fees, insurance, and other receivables	1,467			(1,485)	(5,338)
Prepaid expenses and other current assets	(4,704)			4,254	4,266
Other long-term assets					100
Accounts payable, accrued expenses, and other current liabilities	7,732			34,224	6,082
Accrued payroll	3,159			(1,134)	1,920
Health plan settlements payable	(2,592)			11,265	(8,941)
Claims payable	(971)			19,097	49,249
Accrued interest	(498)			5,216	5,290
Operating lease liability	(22)			306	4,032
Net cash used in operating activities	(15,342)			(51,129)	(126,019)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(120)			(3,290)	(2,233)
Acquisitions, net of cash acquired	(47,879)			(4,989)	(5,500)
Notes receivable	143			70
Net cash used in investing activities	(47,856)			(8,209)	(7,733)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from PIPE, net of issuance costs	195,308
Proceeds from long-term debt, net of original issue discount				25,000	15,000
Proceeds from short-term debt	3,377			351
Payment of long-term debt	(8)			(186)	(46)
Payment of debt issuance costs				(375)
Payment of short-term debt					(3,579)
Net cash provided by financing activities	198,677			24,790	11,375
Net change in cash and restricted cash	135,479			(34,548)	(122,377)
Cash and restricted cash at beginning of period	5,355			39,903	140,834	$ 39,903
Cash and restricted cash at end of period	140,834	18,457		5,355	18,457	140,834
Supplemental disclosure of cash flow information:
Cash paid for interest	1,346			2,796	5,714
Supplemental disclosures of non-cash investing and financing information:
Operating lease liabilities arising from obtaining new right-of-use assets	314			4,073	6,839
Warrants issued in connection with new debt					$ 643
Increase in accrued expenses related to debt issuance costs and original issue discount					525
Reconciliation of cash and restricted cash:
Cash	140,478	17,537		5,301	$ 17,537	140,478
Restricted cash	356	920		54	920	356
Total Cash Balances	$ 140,834	$ 18,457		$ 5,355	$ 18,457	$ 140,834

Organization

Organization	12 Months Ended
	Dec. 31, 2022
Organization
Organization	Note 1: Organization P3 Health Partners Inc. (“P3”), f/k/a Foresight Acquisition Corp., is a patient-centered and physician-led population health management company and, for accounting purposes, the successor to P3 Health Group Holdings, LLC and its subsidiaries (collectively, “P3 LLC,” and together with P3, the “Company”). P3 LLC was founded on April 12, 2017 and began commercial operations on April 20, 2017 to provide population health management services on an at-risk basis to insurance plans offering medical coverage to Medicare beneficiaries under Medicare Advantage programs. Medicare Advantage programs are insurance products created solely for Medicare beneficiaries. Insurance plans contract directly with the Centers for Medicare and Medicaid Services (“CMS”) to offer Medicare beneficiaries benefits that replace traditional Medicare fee-for-service (“FFS”) coverage. On December 3, 2021, (the “Closing Date”), P3 and P3 LLC consummated a series of business combinations pursuant to which, among other things, P3 LLC merged with and into FAC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”) (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 LLC, and FAC-A Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of P3, FAC-B Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of the P3 (together with FAC-A Merger Sub Corp., the “Merger Corps”) merged with and into CPF P3 Blocker-A, LLC, a Delaware limited liability company, CPF P3 Blocker-B, LLC a Delaware limited liability company (together with CPF P3 Blocker-A, LLC, the “Blockers”), with the Blockers as the surviving entities and wholly owned subsidiaries of P3 (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company was organized in an “Up-C” structure in which P3 directly owned approximately 17.1% of the common units of P3 LLC (“Common Units”) and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets are held and operations are conducted by P3 LLC, and P3’s only assets are equity interests in P3 LLC. Upon closing of the Business Combinations: ● 8.7 million shares of Class A common stock were issued as part of the purchase consideration; ● 3.7 million shares of Class A common stock (after redemptions) were no longer subject to redemption; ● 8.8 million shares of Class A common stock held by the founder holders remained outstanding; and ● 20.4 million shares of Class A common stock were issued in a private placement pursuant to subscription agreements entered into effective as of March 25, 2021 (the “PIPE Investment”). The Company’s contracts with health plans are based on an at-risk shared savings model. Under this model, the Company is financially responsible for the cost of all contractually-covered services provided to members assigned to the Company by health plans in exchange for a fixed monthly “capitation” payment, which is generally a percentage of the payment health plans receive from CMS. Under this arrangement, Medicare beneficiaries generally receive all their healthcare coverage through the Company’s network of employed and affiliated physicians and specialists. The services provided to health plans’ members vary by contract. These may include utilization management, care management, disease education, and maintenance of a quality improvement and quality management program for members assigned to the Company. The Company is also responsible for the credentialing of its providers, processing and payment of claims, and the establishment of a provider network for certain health plans. In addition to the Company’s contracts with health plans, the Company provides primary healthcare services through its employed physician clinic locations. These primary care clinics are reimbursed for services provided under FFS contracts with various payers and through capitated – per member, per month (“PMPM”) arrangements.

Going Concern and Liquidity

Going Concern and Liquidity	12 Months Ended
	Dec. 31, 2022
Going Concern and Liquidity
Going Concern and Liquidity	Note 2: Going Concern and Liquidity The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and net losses of $1,561.6 million for the year ended December 31, 2022, $57.9 million for the Successor Period of 2021 (as defined in Note 3), and $146.4 million for the Predecessor Period of 2021 (as defined in Note 3). Such losses were primarily the result of goodwill impairment charges in 2022 and costs incurred in adding new members, building relationships with physician partners and payors, and developing new services. The Company anticipates operating losses and negative cash flows to continue for the foreseeable future as it continues to grow membership. As of December 31, 2022 and 2021, the Company had $17.5 million and $140.5 million, respectively, in cash available to fund future operations. The Company’s capital requirements will depend on many factors, including the pace of its growth, ability to manage medical costs, the maturity of its members, and its ability to raise capital, and the Company will need to use available capital resources and/or raise additional capital earlier than currently anticipated. When the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company. If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities in order to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations, and future prospects. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 3: Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company. All intercompany accounts and transactions have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. See Note 23 “Variable Interest Entities.” As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a noncontrolling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 23 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): ● Kahan, Wakefield, Abdou, PLLC ● Bacchus, Wakefield, Kahan, PC ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.) As a result of the Business Combinations, P3 LLC has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements and notes to consolidated financial statements of P3 LLC are presented herein as “Predecessor” for the period prior to the Closing Date (the “Predecessor Period”) and the consolidated financial statements and notes to consolidated financial statements of the Company are presented herein as “Successor” for the period after the Closing Date (the “Successor Period”), which include the consolidated operations of P3 LLC. The accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented. Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of COVID-19. See Note 21 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangible assets and goodwill), fair value of acquired assets and liabilities in business combinations, fair value of liability classified instruments, and judgments related to deferred income taxes. Actual results could differ from those estimates. Commitments and Contingencies An accrual is established for commitments and contingencies when management, after considering the facts and circumstances of each matter as then known to management, has determined a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. The Company expenses costs associated with loss contingencies, including any related legal fees, as they are incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company does not recognize potential gains until realized. Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of public warrants, private placement warrants, stock options, and Common Units convertible into shares of Class A common stock during the period by applying the treasury stock method or if-converted method, as applicable. Net loss per member unit has not been presented for Predecessor Period as the Company’s management determined it would not be meaningful to the users of these consolidated financial statements. Cash and Restricted Cash Cash includes all cash and liquid investments with an initial maturity of three months or less. Cash deposits held in accounts at each financial institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2022 and 2021, the Company had cash of $17.5 million and $140.5 million, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Restricted cash is held for a specific purpose (such as payment of employee healthcare claims) and is thus not available to the Company for immediate or general business use. At December 31, 2022 and 2021, the Company had restricted cash of $0.9 million and $0.4 million, respectively. ​ Revenue Recognition The Company categorizes revenue based on various factors such as the nature of contracts as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ ​ ​ December 3, 2021 ​ ​ ​ ​ January 1, 2021 ​ ​ ​ ​ ​ December 31, ​ ​ ​ through December 31, ​ ​ ​ ​ through December 2, ​ ​ ​ Revenue Type 2022 % of Total 2021 % of Total 2021 % of Total Capitated revenue ​ $ 1,034,800 ​ 99 % $ 57,224 ​ 97 % ​ $ 567,735 ​ 98 % Other patient service revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clinical fees & insurance revenue ​ 6,158 ​ 0 % ​ 751 2 % ​ ​ 4,318 1 % Shared risk revenue ​ 351 ​ 0 % ​ 181 0 % ​ ​ 602 0 % Care coordination / management fees ​ ​ 7,924 ​ 1 % ​ 600 ​ 1 % ​ ​ 5,880 ​ 1 % Incentive fees ​ 238 ​ 0 % ​ 6 0 % ​ ​ 67 0 % Total other patient service revenue ​ 14,671 ​ 1 % ​ 1,538 3 % ​ ​ 10,867 2 % Total revenue ​ $ 1,049,471 ​ 100 % $ 58,762 100 % ​ $ 578,602 100 % ​ During the year ended December 31, 2022, the Successor Predecessor Capitated Revenue The Company contracts with health plans using an at-risk model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The capitated revenue the Company receives is determined via a competitive bidding process with CMS and is based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenue is recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g., month), net of projected acuity adjustments and performance incentives or penalties as the Company cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. Premium risk adjustments recorded in 2022 which relate to 2021 were $3.3 million. There were no premium risk adjustments recorded in 2021 related to prior years. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient not to adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care, the combination of which is offered as a single solution. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone service to health plans; however, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2022 and 2021, the Company had POP contracts in effect with 24 health plans (across five states) and 17 health plans (across four states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g., those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within 21 Three health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2022. Two health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2021. At December 31, 2022 and 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not recorded. Other Patient Service Revenue – Clinical Fees and Insurance Revenue Clinical fees and insurance revenue relates to net patient fees received from various payors and direct patients under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service using a portfolio approach. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payors (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payors–specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. The Company perpetually reviews its contractual estimation processes to consider and incorporate updates to laws, regulations, and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. Clinical fees and insurance revenue is based upon the estimated amounts the Company expects to receive from patients and third-party payors. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenue at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and its estimates of associated transaction prices will not result in a significant revenue reversal in the future. The Company has elected the practical expedient not to adjust the transaction price for any financing components as those were deemed to be insignificant and to expense all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member, per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due to the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Other Patient Service Revenue – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or management fee to the Company. CCFs and management fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. Based on similarities of the terms of the care coordination and administrative services, the Company uses a portfolio approach to record revenue from CCFs and management fees. Patient Fees Receivable Substantially all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies, government-sponsored healthcare programs, or directly from patients. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient fees receivable, where a third-party payor is responsible for the amount due, are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. Contractual adjustments arising under reimbursement arrangements with third-party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. The Company continuously monitors activities from payors (including patients) and records an implicit price concession based on specific contracts and actual historical collection patterns to reflect the estimated amounts the Company expects to collect. Patient fees receivable of $0.8 million and $0.7 million are included in clinic fees and insurance receivables in the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively, and are recorded net of contractual allowances of $5.8 million and $2.0 million as of December 31, 2022 and 2021, respectively. Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset-specific gains or losses. Any such gains or losses are included as a component of operations. The Company records depreciation using the straight-line method over the estimated useful lives of the respective assets. The following table summarizes the estimated useful lives of the Company’s property and equipment: ​ ​ ​ ​ Classification Depreciation Cycle Leasehold improvements (cycle: lease term) 1 to 10 Years Furniture and fixtures 7 Years Computer equipment 3 Years Medical equipment 7 Years Software 3 Years ​ The Company capitalizes certain costs incurred in connection with developing its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2022 and 2021, the Company has capitalized $3.5 million and $2.4 million, respectively, to property and equipment for these software costs (specifically to work in progress). In 2022 and 2021, $0.7 million and $2.1 million of capitalized costs were placed into service, respectively. All costs associated with internally developed technology following deployment, or that otherwise do not meet capitalization criteria, are expensed as incurred. Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 6 “Fair Value Measurements and Hierarchy” for further discussion): Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Recoverability of an asset or asset group is measured by comparing its carrying amount to the future undiscounted net cash flows the asset or asset group is expected to generate. If such assets are considered impaired (e.g., future undiscounted cash flows are less than net book value), an impairment charge is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Leases The Company determines whether a contract is or contains a lease at the inception of the contract. For leases with terms greater than 12 months, the Company records the related operating or finance right-of-use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right-of-use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords, which reduce the right-of-use asset related to the lease. Certain of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories; therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Business Combinations The price tendered in business combinations is allocated using the acquisition method of accounting among the identifiable tangible and intangible assets and assumed liabilities and non-controlling interests, all of which are based on estimates of corresponding fair value as of the acquisition date. The Company applies valuation methods which are ultimately used in the Company’s purchase price allocations. Goodwill is recorded based on the difference between the fair value of consideration exchanged and the fair value of the net assets and liabilities assumed. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the non-controlling interests obtained, limited to one year from the acquisition date) are recorded when identified. Equity-Based Compensation Equity-based compensation cost is measured at the grant date for all equity-based awards based on the fair value of the awards. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, the Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. Equity-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company accounts for forfeitures as they occur. P3 LLC used the Black-Scholes option-pricing model to determine the fair value of P3 LLC’s incentive unit awards (“Incentive Units”). The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the incentive unit awards. The expected dividend yield was based on P3 LLC’s expectation of not paying dividends in the foreseeable future. The expected term was calculated primarily based upon the estimated time to a liquidation event. The expected volatility was estimated using company-specific historical information, guideline company information, and implied volatility information. The Company uses the Black-Sholes option-pricing model to determine the fair value of the Company’s stock option awards. The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the stock option awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term was calculated using the “simplified” method; whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option due to P3’s lack of sufficient historical data. The expected volatility was estimated using an average of the historical volatilities of a peer group comprised of publicly traded companies in the same industry. The Company assesses the impact of material nonpublic information on its share price or expected volatility, as applicable, at the time of grant. Warrant Liability The Company has public and private placement warrants of Class A common stock classified as liabilities as well as warrants of Class A common stock issued to a lender classified as equity. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using observable market prices for those public warrants. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The Company accounts for warrants as either equity-classif

Recent Accounting Pronouncement

Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2022
Recent Accounting Pronouncements Adopted
Recent Accounting Pronouncements	Note 4: Recent Accounting Pronouncements The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described below reflect effective dates for the Company as an EGC with the extended transition period. Recently Adopted Accounting Pronouncements Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 8352), Disclosures by Business Entities about Government Assistance (“ASU 2021-10”) ASU 2021-10 requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model including (i) information about the nature of the transactions and the related accounting policy used to account for the transaction; (ii) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and (iii) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. The Company adopted the ASU prospectively on January 1, 2022. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”) ASU 2021-04 requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. The Company adopted ASU 2014-04 in the first quarter of 2022 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures. ASU 2020-10, Codification Improvements (“ASU 2020-10”) The amendments in ASU 2020-10 improve codification by ensuring that all guidance that includes an option for an entity to provide information in the notes to financial statements is codified within the disclosure section of the codification. The amendments are effective for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022. The Company adopted this guidance retrospectively in the 2022 annual period. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”) ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. It is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted the ASU in the first quarter of 2022 on a prospective basis. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements and related disclosures Recent Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Upon adoption, the Company will apply this guidance to future business combinations. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) ASU 2020-06 eliminates two of the three models in ASC 470-20 that require issuers to separately account for embedded conversion features and eliminates some of the requirements for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and generally requires them to include the effect of potential share settlement for instruments that may be settled in cash or shares. It is effective for annual periods beginning after December 15, 2023, and interim periods therein. Early adoption is permitted, but the Company must adopt the guidance as of the beginning of a fiscal year. The Company is evaluating the effect ASU 2020-06 will have on its financial statements and related disclosures. ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) ASU 2016-13 introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new current expected credit losses model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements. In April 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-04, which, among other amendments, allows for certain policy elections and practical expedients related to accrued interest on financial instruments. In May 2019, the FASB issued ASU 2019-05, which granted targeted transition relief by allowing entities to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost. In November 2019, the FASB issued ASU 2019-10 and ASU 2019-11, which addressed certain aspects of the guidance related to effective dates, expected recoveries, troubled debt restructurings, accrued interest receivables, and financial assets secured by collateral. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and is effective for the Company beginning January 1, 2023. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. ​

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2022
Business Combinations
Business Combinations	Note 5: Business Combinations P3 Business Combinations The Business Combinations represented a forward merger and was accounted for using the acquisition method of accounting under which P3 LLC was the acquired company and P3 was the accounting acquirer for financial reporting purposes. This determination is based primarily on the following: (i) P3 is the sole managing member of P3 LLC subsequent to the Closing, and the managing member conducts, directs, and exercises full control over all activities of P3 LLC. The non-managing members of P3 LLC do not have substantive kick-out or participating rights; and (ii) No one predecessor stakeholder of P3 had a controlling interest in P3 before or has a controlling interest in the combined company after the Business Combinations. The Business Combinations is not a transaction between entities under common control. The following summarizes the purchase price consideration: ​ ​ ​ ​ ​ Equity $ 80,301 Fair value of redeemable non-controlling interest ​ ​ 1,807,428 Stock compensation pre-combination services ​ 26,313 Cash consideration ​ ​ 18,405 Payment of P3 LLC’s transaction costs ​ ​ 19,152 Total purchase consideration ​ $ 1,951,599 ​ The Company recorded the allocation of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the Closing Date. The purchase consideration and allocation includes the fair value of assets and liabilities associated with the Company’s acquisitions of three medical practices in the Predecessor Period of 2021 described below. The aggregate purchase price consideration for the Business Combinations has been allocated as follows at the acquisition date: ​ ​ ​ ​ ​ Assets acquired: ​ ​ ​ Cash $ 5,301 Restricted cash ​ ​ 54 Health plan receivables ​ ​ 47,733 Clinic fees and insurance receivables, net ​ ​ 426 Other receivables ​ ​ 1,881 Prepaid expenses and other current assets ​ ​ 939 Property and equipment ​ ​ 7,875 Definite lived intangible assets: ​ ​ ​ Customer relationships ​ ​ 684,000 Provider network ​ ​ 3,700 Trademarks ​ ​ 147,700 Goodwill ​ ​ 1,278,453 Operating lease right-of-use assets (1) ​ ​ 10,604 Total assets acquired ​ ​ 2,188,666 ​ ​ ​ ​ Liabilities assumed: ​ ​ ​ Accounts payable and accrued expenses ​ ​ 25,819 Accrued payroll ​ ​ 2,869 Health plan settlements payable ​ ​ 25,008 Claims payable ​ ​ 76,031 Premium deficiency reserve ​ ​ 11,559 Accrued interest ​ ​ 9,269 Current portion of long-term debt ​ ​ 301 Operating lease liability ​ ​ 6,211 Long-term debt, net of current portion ​ ​ 80,000 Total liabilities assumed ​ ​ 237,067 Net assets acquired ​ $ 1,951,599 (1) Included within other long-term assets on the consolidated balance sheet. Fair value of property and equipment acquired consists of the following at the acquisition date: ​ ​ ​ ​ ​ Leasehold improvements $ 1,537 Furniture and fixtures ​ 1,081 Computer equipment and software ​ 3,066 Medical equipment ​ 414 Software (development in process) ​ 1,777 Total property and equipment ​ $ 7,875 ​ Working capital accounts, property and equipment, and notes receivable were measured at the existing carrying values, which approximated fair values. The fair value of long-term debt was measured at face value, which approximated the fair value. The fair value of customer relationships was measured at the acquisition date under the excess earnings method using Level 3 inputs, such as projected cash flows, annual retention rates attributable to the existing relationships, and a selected discount rate. The fair value of the provider network was measured at the acquisition date under the cost approach using Level 3 inputs, such as estimated direct costs, estimates of allocated overhead costs, and an estimated mark-up percentage to apply to such costs. The fair value of trademarks was measured at the acquisition date under the relief-from-royalty method using Level 3 inputs, such as projected cash flows, benchmark royalty rates, and a selected discount rate. Goodwill arising from the acquisition is primarily attributable to the assembled workforce of P3 LLC and expected future market opportunities. Goodwill of $3.8 million recognized in the Business Combinations is expected to be deductible for tax purposes. The useful life of acquired definite lived intangible assets is 10 years. Other Acquisitions The Company acquired 100% of the outstanding equity interests of Medcore Health Plan, Inc. (“Medcore HP”) on December 31, 2021 and the net assets of Omni The Company also purchased three medical practices during the Predecessor Period of 2021 for a total net cash purchase price of $5.0 million. As referenced above, the assets acquired and liabilities assumed in these acquisitions were included in the purchase consideration and allocation for the Business Combinations. Goodwill arising from the acquisition is primarily attributable to the assembled workforce and expected future market opportunities. Goodwill of $8.1 million recognized in these other acquisitions is expected to be deductible for tax purposes. The useful life of acquired definite lived intangible assets is 10 years. The aggregate purchase price consideration of the other acquisitions in 2021 has been allocated as follows at the acquisition dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ Period Period Assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 20,547 ​ ​ $ 3 Restricted cash ​ 302 ​ ​ — Health plan receivables ​ 5,754 ​ ​ — Clinic fees and insurance receivables, net ​ 141 ​ ​ — Other receivables ​ 726 ​ ​ — Prepaid expenses and other current assets ​ 1,190 ​ ​ — Property and equipment ​ 113 ​ ​ 6 Definite lived intangible assets: ​ ​ ​ ​ Customer relationships ​ — ​ ​ 2,046 Payor contracts ​ ​ 4,700 ​ ​ ​ — Provider network ​ 1,100 ​ ​ — Trademarks ​ 900 ​ ​ — Indefinite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ Medical licenses ​ 700 ​ ​ — Goodwill ​ 31,298 ​ ​ 2,934 Total assets acquired ​ $ 67,471 ​ ​ $ 4,989 Liabilities assumed: ​ ​ ​ ​ Accounts payable ​ 150 ​ ​ — Accrued payroll ​ 277 ​ ​ — Health plan settlements payable ​ 133 ​ ​ — Claims payable ​ 26,898 ​ ​ — Total liabilities assumed ​ 27,458 ​ ​ — Net assets acquired ​ $ 40,013 ​ ​ $ 4,989 ​ In the third quarter of 2022, the Company acquired two medical practices in separate transactions. The total cash purchase price was $5.5 million, net of cash acquired, and was allocated primarily to goodwill. Pro Forma Financial Information (Unaudited) The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combinations and the Medcore Acquisition had occurred on January 1, 2020 and has been derived from the historical consolidated financial statements of the Company’s Predecessor Periods and the Successor Period. The Successor and Predecessor Periods for the year ended December 31, 2021 have been combined. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31,2021 ​ ​ (Unaudited) Total operating revenue ​ $ 793,447 Net loss ​ $ (259,282) Net loss attributable to non-controlling interest ​ $ (214,167) Net loss attributable to controlling interest ​ $ (45,115) ​ The unaudited pro forma results reflect the step-up amortization adjustments for the fair value of intangible assets acquired, transaction expenses, accelerated vesting of equity-based compensation, debt discount amortization, and income attributable to non-controlling interest holders.

Fair Value Measurements and Hie

Fair Value Measurements and Hierarchy	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements and Hierarchy
Fair Value Measurements and Hierarchy	Note 6: Fair Value Measurements and Hierarchy Information about the Company’s financial liabilities measured at fair value on a recurring basis is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Carrying Value Level 1 Level 2 Level 3 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Liability for private placement warrants ​ $ 40 ​ $ — ​ $ — ​ $ 40 Liability for public warrants ​ $ 1,477 ​ $ 1,477 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Carrying Value ​ Level 1 ​ Level 2 ​ Level 3 Financial liabilities: ​ ​ ​ ​ Liability for private placement warrants ​ $ 502 ​ $ — ​ $ — ​ $ 502 Liability for public warrants ​ $ 10,881 ​ $ 10,881 ​ $ — ​ $ — ​ The key Level 3 inputs into the option pricing model related to the private placement warrants to purchase Class A common stock were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 ​ Volatility ​ 55 % ​ 60 % Risk-free interest rate ​ 4.11 % ​ 1.26 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Expected term ​ ​ 3.9 Years 4.9 Years ​ Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following table sets forth a summary of changes in the fair value of the Company’s private placement warrants, which are considered to be Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year December 3, 2021 ​ ​ ​ ​ Ended ​ through ​ ​ ​ ​ ​ December ​ December 31, ​ ​ January 1, 2021 ​ ​ 31, 2022 ​ 2021 ​ ​ through ​ ​ (Private ​ (Private ​ ​ December 2, 2021 ​ ​ Placement ​ Placement ​ ​ (Class D ​ ​ Warrants) ​ Warrants) ​ ​ Warrants) Beginning balance ​ $ 502 ​ $ 793 ​ ​ $ 6,316 Mark-to-market adjustment of stock warrants ​ ​ (462) ​ (291) ​ ​ 7,665 Ending balance ​ $ 40 ​ $ 502 ​ ​ $ 13,981 ​ The Company recorded gains on the changes in the fair value of public warrants of $9.4 million and $2.3 million during the year ended December 31, 2022 and the Successor Period of 2021, respectively.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property and Equipment
Property and Equipment	Note 7: Property and Equipment The Company’s property and equipment balances consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Leasehold improvements ​ $ 1,810 ​ ​ $ 1,537 Furniture & fixtures ​ 1,262 ​ ​ 1,108 Computer equipment & software ​ 3,206 ​ ​ 2,701 Medical equipment ​ 1,067 ​ ​ 414 Software (development in process) ​ 3,460 ​ ​ 2,433 Vehicles ​ ​ 618 ​ ​ ​ — Other ​ ​ 37 ​ ​ ​ 37 ​ ​ ​ 11,460 ​ ​ ​ 8,230 Less: accumulated depreciation ​ (2,621) ​ ​ (182) Property and equipment, net ​ $ 8,839 ​ ​ $ 8,048 ​ Total depreciation of property and equipment recognized on the consolidated statements of operations was $2.4 million, $0.2 million, and $1.5 million for the year ended December 31, 2022, the Successor Period of 2021, and the Predecessor Period of 2021, respectively.

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2022
Goodwill
Goodwill	Note 8: Goodwill The following table provides a reconciliation of goodwill and accumulated goodwill impairment losses as of: ​ ​ ​ ​ ​ Balance at December 3, 2021 (1) ​ ​ ​ Goodwill ​ $ 1,278,453 Accumulated goodwill impairment losses ​ — ​ ​ ​ 1,278,453 Acquisitions ​ ​ 31,297 Balance at December 31, 2021 ​ ​ ​ Goodwill ​ ​ 1,309,750 Accumulated goodwill impairment losses ​ ​ — ​ ​ ​ 1,309,750 Acquisitions ​ ​ 5,202 Impairment losses ​ ​ (1,314,952) Balance at December 31, 2022 ​ ​ ​ Goodwill ​ ​ 1,314,952 Accumulated goodwill impairment losses ​ ​ (1,314,952) ​ ​ $ — (1) Represents the opening balance of goodwill due to the Business Combinations (Note 5) In the second quarter of 2022, the Company identified indicators of impairment related to goodwill due to a significant deterioration in the overall market and a sustained decrease in the price of the Company’s Class A common stock. As a result, the Company performed an interim assessment for impairment as of June 30, 2022 and noted that the Company’s share price (i) was significantly lower than its opening price on December 2, 2021, (ii) had not surpassed its opening price since December 15, 2021, and (iii) had steadily declined through the end of the second quarter of 2022, which did not follow the overall rebound pattern in the healthcare industry. Management concluded that, given the macroeconomic and financial market conditions, industry-specific considerations, the decline in the Company’s performance as a result of higher than expected medical expenses due to the COVID-19 pandemic, and the sustained decrease in share price, it was more likely than not that the Company’s fair value was less than its carrying amount at June 30, 2022. Accordingly, management performed the two-step impairment test by estimating the Company’s fair value using a weighted combination of (i) discounted cash flows, using Level 3 inputs such as revenue, profit margin, and discount rate and (ii) market-based approach, using Level 3 inputs such as comparable companies’ market multiples. Based on management’s comparison of the Company’s weighted estimated fair value to its carrying amount, an $851.5 million goodwill impairment charge was recorded for the three-month period ended June 30, 2022. In the fourth quarter of 2022, the Company identified indicators of impairment related to goodwill due to the Company’s overall financial performance and a sustained decrease in the price of the Company’s Class A common stock. As a result, the Company performed an assessment for impairment as of December 31, 2022 and noted that the Company’s share price closed at its lowest price in its trading history and had steadily declined through the end of December 2022, which was not consistent or was significantly worse when compared to the performance of its peers and the healthcare industry as a whole. Management concluded that, given the decline in the Company’s performance and the sustained decrease in its share price, it was more likely than not that the Company’s fair value was less than its carrying amount at December 31, 2022. Accordingly, management performed the two-step impairment test by estimating the Company’s fair value using a weighted combination of (i) discounted cash flows, using Level 3 inputs such as revenue, profit margin, and discount rate; and (ii) market-based approach, using Level 3 inputs such as comparable companies’ market multiples. Based on management’s comparison of the Company’s weighted estimated fair value to its carrying amount, a $463.5 million goodwill impairment charge was recorded for the three-month period ended December 31, 2022. Based on the Company’s qualitative analyses, no goodwill impairment charges were recorded in the Successor Period of 2021 or the Predecessor Period of 2021.

Intangible Assets, Net

Intangible Assets, Net	12 Months Ended
	Dec. 31, 2022
Intangible Assets, Net
Intangible Assets, Net	Note 9: Intangible Assets, Net Intangible assets, net consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ Gross Carrying ​ ​ Accumulated ​ Net Carrying ​ Gross Carrying ​ Gross Carrying ​ Net Carrying ​ Amount Amortization Amount Amount Amount Amount Indefinite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical licenses ​ $ 700 ​ $ — ​ $ 700 ​ $ 700 ​ $ — ​ $ 700 Definite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ ​ 684,000 ​ ​ (74,100) ​ ​ 609,900 ​ ​ 684,000 ​ ​ (5,700) ​ ​ 678,300 Trademarks ​ ​ 148,635 ​ ​ (16,704) ​ ​ 131,931 ​ ​ 148,600 ​ ​ (1,230) ​ ​ 147,370 Payor contracts ​ ​ 4,700 ​ ​ (470) ​ ​ 4,230 ​ ​ 4,700 ​ ​ — ​ ​ 4,700 Provider network ​ ​ 4,800 ​ ​ (511) ​ ​ 4,289 ​ ​ 4,800 ​ ​ (31) ​ ​ 4,769 Total ​ $ 842,835 ​ $ (91,785) ​ $ 751,050 ​ $ 842,800 ​ $ (6,961) ​ $ 835,839 ​ Amortization of intangible assets was $84.8 million and $7.0 million during the year ended December 31, 2022, and Successor Period of 2021, respectively. Estimated future amortization of intangible assets is $84.6 million for the year 2023 and $84.2 million for each

Notes Receivable, Net

Notes Receivable, Net	12 Months Ended
	Dec. 31, 2022
Notes Receivable, Net
Notes Receivable, Net	Note 10: Notes Receivable, Net The Company has entered into Promissory Notes (the “Notes”) with certain family medical practices (each a “Practice”) to fund their working capital needs. The Company simultaneously entered into separate Provider Agreements with each Practice. Each Provider Agreement establishes a preferred, predetermined reimbursement rate for services rendered to the Company’s members and requires that Practice to furnish healthcare services to the Company’s members for the term of the related Notes. As long as the Provider Agreement is in effect on the maturity date of the related Note and has not been terminated by the Practice for any reason, or the Company terminates the Provider Agreement prior to maturity without cause, the Company will forgive the entire principal, plus accrued interest, on the maturity date. Upon early termination of the Provider Agreement by the Practice, all principal and accrued interest will become immediately payable and due to the Company. Due to the probable likelihood of forgiveness at maturity, the Company records a valuation allowance on a straight-line basis following the early termination date through the maturity date, with a full valuation allowance recorded at the maturity date. As of December 31, 2022 and 2021, the Company has recorded notes receivable of $3.5 million and $3.6 million, respectively, accrued interest receivable of $1.0 million and $0.9 million, respectively, and net of valuation allowances of $0.7 million and $0.5 million, respectively, within other long-term assets on the consolidated balance sheets. As of December 31, 2022, the Notes have maturity dates ranging from March 31, 2025 through December 31, 2028 with interest rates ranging from 5.0% to 10.0%. During the Successor Period of 2021, the Company forgave notes receivable on their maturity date of December 31, 2021 comprised of principal and interest of $0.3 million and $0.1 million, respectively, both of which were fully reserved.

Claims Payable

Claims Payable	12 Months Ended
	Dec. 31, 2022
Claims Payable.
Claims Payable	Note 11: Claims Payable Claims payable includes claims reported as of the end of the reporting period, including estimates for IBNR, due to third parties for health care services provided to members. Activity in the liability for claims payable and healthcare expenses was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Claims unpaid, beginning of period ​ $ 101,958 ​ $ 76,031 Incurred, related to: ​ ​ ​ ​ ​ ​ Current period ​ 942,570 ​ ​ 55,149 Prior period(s) ​ 882 ​ ​ 174 Total incurred ​ 943,452 ​ ​ 55,323 Paid, related to: ​ ​ ​ ​ ​ Current period ​ 794,026 ​ ​ 53,366 Prior period(s) ​ 100,177 ​ ​ 2,928 Total paid ​ 894,203 ​ ​ 56,294 Claims unpaid assumed in acquisitions ​ ​ — ​ ​ 26,898 Claims unpaid, end of period ​ $ 151,207 ​ $ 101,958 ​ Estimates for incurred claims are based on historical enrollment and cost trends while also taking into consideration operational changes. Future and actual results typically differ from estimates. Differences could result from an overall change in medical expenses per member, changes in member mix or simply due to the addition of new members.

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt
Debt	Note 12: Debt Long-Term Debt Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Repurchase Promissory Note ​ $ 15,000 ​ $ 15,000 Term Loan Facility ​ 65,000 ​ 65,000 Unsecured Promissory Note ​ 15,000 ​ — Other ​ — ​ 46 Long-term debt, gross ​ 95,000 ​ 80,046 Less: unamortized debt issuance costs and original issue discount ​ (579) ​ — ​ ​ 94,421 ​ 80,046 Less: current portion of long-term debt ​ — ​ (46) Long-term debt, net ​ $ 94,421 ​ $ 80,000 ​ Repurchase Promissory Note In June 2019, the Company issued a share repurchase promissory note (the “Repurchase Promissory Note”) to a former equity investor for $15.0 million, which was subsequently amended in November 2020. The amended agreement stipulated that the Repurchase Promissory Note would automatically mature and be due and payable on the earlier of June 30, 2026, a change in control transaction, or an underwritten primary public offering, each as defined in the agreement. The note accrues paid in-kind (“PIK”) interest of 11.0% per year. The principal balance, accrued interest, and an exit fee of $0.6 million are due at maturity. Accrued interest was $9.0 million and $6.5 million at December 31, 2022 and 2021, respectively. Term Loan Facility In November 2020, the Company entered into a Term Loan Agreement and Security Agreement with a commercial lender (as amended, the “Term Loan Agreement”), which provided funding up to $100.0 million (the “Term Loan Facility”), of which $65.0 million was drawn as of December 31, 2022 and 2021. The Company’s access to additional borrowings under the Term Loan Facility ended upon termination of the commitment period on February 28, 2022. The Term Loan Agreement was amended on November 16, 2021 to provide for certain modifications and to obtain consent from the lenders to consummate the Business Combinations. At Closing, the balance of unamortized debt issuance costs and original issue discount related to the Term Loan Facility was written off and the debt was recorded at face value, which approximated fair value. The Term Loan Agreement was amended on December 21, 2021 to provide for certain modifications and to permit the consummation of the Medcore Acquisition and related transactions. The Term Loan Agreement was amended on December 13, 2022 to provide for certain modifications and to permit the issuance of the Unsecured Promissory Note (as defined below) and related transactions. The Security Agreement provides the lenders collateral in 100% of the Company’s pledged stock, its subsidiaries (including tangible and intangible personal property), and bank accounts. The principal balance is due in full on the maturity date, which is December 31, 2025. This maturity date may be accelerated as a remedy under certain default provisions in the agreement or in the event a mandatory prepayment trigger occurs. Interest is payable at 12.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2021. The Company has elected to pay interest of 8.0% per annum in cash with the remaining 4.0% per annum being added to principal as PIK interest for a period of three years (or 12 payments). The PIK is subject to acceleration in the event certain occurrences in the Term Loan Facility’s agreement are triggered. Accrued interest was $5.0 million and $2.3 million at December 31, 2022 and 2021, respectively. The Term Loan Facility includes certain restrictive covenants, including restrictions on the payment of cash dividends. The Company must remain in compliance with financial covenants such as minimum liquidity of $5.0 million and annual minimum revenue levels. On an annual basis, the Company must post a minimum amount of annual revenue equal to or greater than $460.0 million in 2022, $525.0 million in 2023, $585.0 million in 2024, and $650.0 million in 2025. The Company is also subject to certain restrictions that include indebtedness and liens. As of December 31, 2022, the Company was not in compliance with its Term Loan Facility covenants related to issuance of the 2022 financial statements with an audit opinion free of a “going concern” qualification. The Term Loan Facility lenders granted a waiver of the covenant under the Term Loan Facility related to the existence of a “going concern” qualification in the audit opinion for our audited financial statements for the fiscal year ended December 31, 2022. The Company was in compliance with all other covenants under the Term Loan Facility as of December 31, 2022; however, there can be no assurance that the Company will be able to maintain compliance with these covenants in the future or that the lenders under the Term Loan Facility or the lenders of any future indebtedness the Company may incur will grant any such waiver or forbearance in the future. Unsecured Promissory Note In December 2022, the Company entered into a related party financing transaction (see Note 22 “Related Parties”) with VBC Growth SPV LLC (“VGS”) which included an unsecured promissory note (the “Unsecured Promissory Note”); warrant agreement, pursuant to which the Company issued warrants to purchase 429,180 shares of Class A common stock at an exercise price of $4.26 per share to VGS (see Note 24 “Warrants”); and a subordination agreement (the “Subordination Agreement”), pursuant to which VGS agreed to subordinate its right of payment under the Unsecured Promissory Note to the right of payment and security interests of the lenders under the Term Loan Facility. The Unsecured Promissory Note provides for funding of up to $40.0 million, available for draw by the Company in three tranches as follows: (i) a first tranche of $15.0 million available on December 13, 2022, (ii) a second tranche of up to $15.0 million in a single draw at the Company’s option after January 5, 2023, and (iii) a third tranche of up to $10.0 million available at the Company’s option in a single draw after January 5, 2023 and on or prior to February 3, 2023. The Company will pay VGS an up-front fee of 1.5% at the time of each draw. As of December 31, 2022, $15.0 million had been drawn on the Unsecured Promissory Note and the Company had recorded original issue discount of $0.2 million and debt issuance costs comprising the fair value of the warrants issued to VGS and other costs incurred related to this financing totaling $0.9 million, of which $0.6 million is deferred as other long-term assets until the subsequent tranches are drawn. The Unsecured Promissory Note matures on May 19, 2026. Interest is payable at 14.0% per annum on a quarterly cycle (in arrears) beginning March 31, 2023. The Company may elect to pay interest 6.0% in kind and 8.0% in cash, but if the terms of the Subordination Agreement do not permit the Company to pay interest in cash, interest will be paid entirely in-kind. Accrued interest was $0.1 million at December 31, 2022. The Company will pay VGS a back-end fee at the time the Unsecured Promissory Note is paid as follows: (i) if paid from March 1, 2023 through June 30, 2023, 4.5%; (ii) if paid from July 1, 2023 through December 31, 2023, 6.75%; and (iii) if paid on January 1, 2024 or later, 9.0%. The Unsecured Promissory Note may be prepaid, at the Company’s option, either in whole or in part, without penalty or premium, at any time and from time to time, subject to the payment of the back-end fee; provided that prepayments must be in increments of at least $2.0 million. The Unsecured Promissory Note restricts the Company’s ability and the ability of its subsidiaries to, among other things, incur indebtedness and liens, and make investments and restricted payments. The maturity date may be accelerated as a remedy under the certain default provisions in the agreement, or in the event a mandatory prepayment event occurs. As of December 31, 2022, long-term debt maturities are as follows: ​ ​ ​ ​ ​ 2023 $ — 2024 ​ — 2025 ​ 65,000 2026 ​ 30,000 ​ ​ ​ 95,000 Less: unamortized debt issuance costs and original issue discount ​ ​ (579) ​ ​ $ 94,421 ​ Short-Term Debt ​ In 2021, the Company entered into short term financing agreements totaling $3.7 million for the funding of certain insurance policies. The terms of the agreements ranged from nine

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes
Income Taxes	Note 13: Income Taxes As a result of the Business Combinations, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC operating agreement. Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes as a VIE, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its consolidated financial statements. The components of loss before income taxes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 2021 ​ ​ 2021 Domestic ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) Foreign ​ — ​ — ​ ​ — Total ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) ​ The components of income tax expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ ​ $ — ​ A reconciliation of the statutory federal income tax to the Company’s provision for income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) % — % ​ — % ​ The Company’s tax rate is affected primarily by the recognition of a valuation allowance and the portion of income and expense allocated to the non-controlling interest. It is also affected by discrete items that may occur in any given year such as benefits from changes in the fair value of private placement and public warrants. Deferred Income Taxes Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of the Company’s deferred income tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​ The Company recognizes deferred tax assets to the extent it believes that these assets are more likely than not to be realized. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available evidence as of December 31, 2022, the Company believes that it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the U.S. losses incurred. The Company intends to maintain the valuation allowance on the U.S. net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. The Company has recognized no deferred taxes in connection with the Medcore Acquisition. Because Medcore HP does not file a consolidated corporate income tax return with the Company, the deferred tax assets of Medcore HP are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the acquired deferred tax assets. The Company has recognized no deferred taxes in connection with the Network VIEs. Because the Network VIEs do not file a consolidated corporate income tax return with the Company, the deferred tax assets are separately assessed for realizability. Based on the weight of all available evidence as of December 31, 2022, including cumulative losses in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the related deferred tax assets. The Company has not recognized a deferred tax liability in connection with its investment in P3 LLC due to the deferred tax liability recognition exception in circumstances where book goodwill exceeds tax-deductible of goodwill. As of December 31, 2022, the Company had net operating loss carryforwards of approximately $31.4 million for federal income tax purposes. Federal net operating losses have an unlimited carryforward period but utilization for a given tax year is limited to 80% of taxable income. The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 (the “Code”) and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has yet to complete a Section 382 review to determine if its tax attributes will be limited in the future; however, the Company’s federal operating loss carryforwards have an unlimited carryforward life and therefore do not expire. The Company will file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, federal and state tax authorities provide that the statutes of limitations remain open for three or four years from the tax year in which net operating losses or tax credits are utilized. On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan Act”) was passed into law and amended portions of relevant tax laws. The American Rescue Plan Act did not have a significant impact on the provision for income taxes for the year ended December 31, 2021. Tax Receivable Agreement In connection with the Business Combinations, the Company entered into a TRA that provides for the payment by the Company of 85% of the amount of any tax benefits that are realized, or in some cases are deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The Company expects to benefit from the remaining 15% of any tax benefits that are realized. Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of P3 LLC when Common Units are redeemed or exchanged. The Company intends to treat any redemptions and exchanges of Common Units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. The estimation of liability under the TRA is, by its nature, imprecise and subject to significant assumptions regarding a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of the Company and not of P3 LLC. The payments that the Company will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but the Company expects the cash tax savings realized from the utilization of the related tax benefits will exceed the amount of any required payments. As of December 31, 2022 and 2021, the TRA liability is estimated to be $4.6 million; however, due to the full valuation allowance recorded by the Company, which results in no tax benefits that are to be realized related to the amortization of the step-up, the Company determined that payments to TRA holders are not probable and no TRA liability has been recorded as of December 31, 2022 and 2021. As non-controlling interest holders exercise their right to exchange their Common Units, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in its tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of a share of the Company’s Class A common stock at the time of the relevant redemption or exchange.

Capitalization

Capitalization	12 Months Ended
	Dec. 31, 2022
Capitalization
Capitalization	Note 14: Capitalization As of December 31, 2022, under the Company’s amended and restated certificate of incorporation dated August 20, 2020, the Company is authorized to issue: (i) 800,000,000 shares of Class A common stock with a par value of $0.0001 per share, (ii) 205,000,000 shares of Class V common stock with a par value of $0.0001 per share, and (iii) 10,000,000 shares of preferred stock with a par value of $0.0001 per share, of which no shares were issued or outstanding vote

Equity-Based Compensation

Equity-Based Compensation	12 Months Ended
	Dec. 31, 2022
Equity-Based Compensation
Equity-Based Compensation	Note 15: Equity-Based Compensation Predecessor Awards In 2017, the Predecessor Company adopted the Management Incentive Plan (the “Predecessor Equity Plan”). Under the Predecessor Equity Plan, the Predecessor Company granted awards in the form of profits interests to employees, officers, and directors or in the form of common equity to founders. The Predecessor Equity Plan was administered by the Predecessor Company’s board of managers which had full power and authority to select the participants to whom awards were granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award, and to determine the specific terms and conditions of each award, subject to the provisions of the Predecessor Equity Plan. Following the Business Combinations, the Predecessor Equity Plan was terminated. Under the Predecessor Equity Plan, 6,845,297 Class C units were authorized and 5,235,833 were issued to non-employee directors and officers as of December 2, 2021. Time-based Class C units generally vested over a period of four On the Closing Date, each Incentive Unit that was outstanding immediately prior to the effective time of the Business Combinations and vested (after taking into account any accelerated vesting that occurred in connection with the Business Combinations) was canceled and converted into the right to receive a portion of the merger consideration, which consisted of Common Units and cash. Additionally, the vesting of Incentive Units totaling 4,319,964 held by two executive officers was accelerated such that all of the merger consideration received by these executive officers was not subject to any vesting restrictions, which resulted in an acceleration of equity-based compensation cost of $2.4 million recognized by the Predecessor Company. Certain of the performance-based Incentive Units issued to directors, executive officers, and employees vested on the Closing Date to the extent the applicable performance hurdles were achieved, and were converted into the right to receive a portion of the merger consideration. To the extent not vested on the Closing Date, each unvested performance-based Incentive Unit was forfeited without consideration. Each Common Unit received as merger consideration was paired with a share of Class V common stock issued in the Successor Company. The acquisition date fair value of the unvested profits interests attributable to post-combination services was $24.0 million which will be expensed over the relevant vesting period by the Successor Company. The acquisition date fair value of the unvested profits interest attributable to pre-combination services was $26.3 million and was included in consideration transferred in connection with the Business Combinations. Successor Awards In connection with the Closing, unvested Incentive Units granted under the Predecessor Equity Plan totaling 587,500 were converted into 5,471,400 Common Units, which were paired with an equal number of shares of the Company’s Class V common stock, and remained subject to the original vesting conditions. If a forfeiture of unvested Common Units occurs, the associated shares of Class V common stock are also forfeited. The following summarizes Common Unit award activity for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Average Number of ​ ​ Grant-Date ​ Units ​ ​ Fair Value ​ (in thousands) Non-vested at December 31, 2021 ​ $ 9.20 5,471 Granted ​ — — Vested ​ 9.20 (5,038) Forfeited ​ 9.20 (53) Non-vested at December 31, 2022 ​ $ 9.20 380 ​ Total fair value of Common Unit awards vested during the year ended December 31, 2022 was $ 17.6 million. There were no Common Unit awards vested during the Successor Period of 2021. The weighted-average grant date fair value for Common Unit awards granted during the Successor Period of 2021 was $ 9.20 per award. The Common Unit awards vest ratably over a period between one month and two years, so long as the grantee stays employed. As of December 31, 2022, there was $1.1 million of unrecognized equity-based compensation cost related to all unvested Common Unit awards, which is expected to be recognized over a weighted-average period of 0.95 years. In connection with the Business Combinations, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), effective on its adoption date, in order to facilitate the grant of cash and equity incentives to employees, consultants, and directors of the Company and certain affiliates. The 2021 Plan provides that the initial aggregate number of shares reserved and available for issuance is 14.6 million plus an increase each January 1, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock and Class V common stock outstanding on the final day of the immediately preceding quarter and (ii) such smaller number of shares of Class A common stock as is determined by the Company’s Board of Directors. The 2021 Plan allows for the grant of (i) stock options, including incentive stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards, or (v) other stock or cash based awards as may be determined by the plan’s administrator from time to time. The term of each option award shall be no more than 10 years from the date of grant. Options exercised under the 2021 Plan provide the purchaser with full rights equivalent to those of existing Class A common stockholders and holders as of the date of exercise. The Company’s policy for issuing shares upon stock option exercise is to issue new shares of Class A common stock. Additionally, the P3 LLC operating agreement states that P3 LLC will maintain at all times a one-to-one ratio between the number of Common Units owned by the Company and the number of outstanding shares of Class A common stock, including those issued as result of stock option exercises and vesting of restricted stock unit awards. The 2021 Plan also provides for dividend equivalent units based on the value of the dividends per share paid on the Company’s Class A common stock, which are accumulated on restricted stock units during the vesting period. The following table summarizes time-based stock option activity for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ Aggregate ​ ​ Number of ​ Average ​ Contractual ​ Intrinsic ​ ​ Stock Options ​ Exercise ​ Life ​ Value ​ ​ (in thousands) ​ Price ​ (in years) ​ (in thousands) Outstanding at December 31, 2021 — ​ $ — ​ Granted 3,589 ​ 5.57 ​ Forfeited (187) ​ 5.02 ​ Outstanding at December 31, 2022 3,402 ​ $ 5.60 9.62 ​ $ — Fully vested and expected to vest at December 31, 2022 3,402 ​ $ 5.60 9.62 ​ $ — Exercisable at December 31, 2022 117 ​ $ 5.02 9.22 ​ $ — ​ The following table summarizes performance-based stock option activity for the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ Aggregate ​ ​ Number of ​ Average ​ Contractual ​ Intrinsic ​ ​ Stock Options ​ Exercise ​ Life ​ Value ​ ​ (in thousands) ​ Price ​ (in years) ​ (in thousands) Outstanding at December 31, 2021 — ​ $ — ​ Granted 1,500 ​ 4.95 ​ Outstanding at December 31, 2022 1,500 ​ $ 4.95 9.83 ​ $ — Fully vested and expected to vest at December 31, 2022 1,500 ​ $ 4.95 9.83 ​ $ — Exercisable at December 31, 2022 — ​ $ — — ​ $ — ​ The vesting criteria for 0.1 million performance-based stock option awards has not yet been achieved; therefore, no expense has been recorded. There were no stock options granted, exercised vested The weighted average assumptions used in estimating the grant date fair value of stock options are listed in the table below: ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 Expected volatility 51 % Risk-free interest rate 3.2 % Expected term (in years) 7.28 ​ Dividend rate 0.0 % ​ Time-based stock options vest ratably over a period between two Compensation Expense Equity-based compensation recorded within corporate, general and administrative expense on the consolidated statements of operations was $19.4 million, $4.6 million, and $3.5 million during the year ended December 31, 2022, the Successor Period of 2021, and the Predecessor Period of 2021, respectively. The Company did not recognize any tax benefits related to equity-based compensation for the year ended December 31, 2022, the Successor Predecessor

Loss per Share

Loss per Share	12 Months Ended
	Dec. 31, 2022
Loss per Share
Loss per Share	Note 16: Loss per Share The following table provides the computation of basic and diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ December 31, ​ through December 31, ​ 2022 2021 Net loss attributable to Class A common stockholders-basic and diluted ​ $ (270,127) ​ $ (10,081) ​ ​ ​ ​ ​ ​ ​ Weighted average Class A common shares outstanding-basic and diluted ​ ​ 41,579 ​ ​ 41,579 ​ ​ ​ ​ ​ ​ ​ Loss per share attributable to Class A common stockholders-basic and diluted ​ $ (6.50) ​ $ (0.24) ​ Shares of Class V common stock do not share in the earnings or losses of P3 Health Partners, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted net income per share for Class V common stock under the two-class method is not required. The following table presents potentially dilutive securities excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ December 31, ​ through December 31, ​ 2022 2021 Stock warrants (1) ​ ​ 11,248 ​ ​ 10,819 Stock options (1) ​ ​ 3,402 ​ ​ — Shares of Class V common stock (2) ​ ​ 201,972 ​ ​ 202,025 Total ​ ​ 216,622 ​ ​ 212,844 (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net loss per share (2) Shares of Class V common stock at the end of the period, including shares tied to unvested Common Units, are considered potentially dilutive shares of Class A common stock under application of the if-converted method.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases
Leases	Note 17: Leases The Company leases real estate, in the form of corporate office space and operating facilities, and certain office equipment. The Company’s real estate leases have noncancelable terms expiring in 2023 to 2032, certain of which have one to two renewal options of five Operating lease right-of-use assets of $11.7 million and $7.0 million were included within other long-term assets on the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. Operating lease costs are included within operating expenses on the consolidated statements of operations and were $3.1 million, $0.3 million, and $2.3 million for the year ended December 31, 2022, the Successor Period of 2021, and the Predecessor Period of 2021, respectively. Lease terms and discount rates consisted of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Weighted average remaining lease term (years) 6.22 ​ 5.01 Weighted average discount rate 11.7 % 11.1 % ​ Maturities of operating lease liabilities as of December 31, 2022 are as follows: ​ ​ ​ ​ ​ Year Ending December 31, ​ 2023 ​ $ 1,082 2024 ​ 3,212 2025 ​ 3,382 2026 ​ 2,836 2027 ​ 2,599 Thereafter ​ 6,539 Total undiscounted future cash flows ​ 19,650 Less: interest ​ (6,860) Present value of operating lease liabilities ​ $ 12,790 ​ The current portions of right-of-use liabilities of $1.6 million and $2.1 million are included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. Supplemental cash flows and other information related to leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 2021 2021 Operating cash flows paid for operating leases ​ $ 3,339 ​ $ 255 ​ ​ $ 2,256 ​ ​ As of December 31, 2022, the Company had entered into an office space lease resulting in an aggregate lease commitment of $0.6 million during the five-year lease term, which commences on February 1, 2023.

Retirement Plan

Retirement Plan	12 Months Ended
	Dec. 31, 2022
Retirement Plan
Retirement Plan	Note 18: Retirement Plan The Company maintains a retirement savings 401(k) Plan (the “401(k) Plan”) for full-time employees. Participants may elect to contribute to the 401(k) Plan, through payroll deductions, subject to Internal Revenue Service limitations. At its discretion, the Company can make a matching contribution to the 401(k) Plan. The Company recognized expense related to its contributions to the 401(k) Plan of $0.8 million during the year ended December 31, 2022. The Company did not make

Redeemable Non-Controlling Inte

Redeemable Non-Controlling Interests	12 Months Ended
	Dec. 31, 2022
Redeemable Non-Controlling Interests.
Redeemable Non-Controlling Interests	Note 19: Redeemable Non-controlling Interest Non-controlling interest represents the portion of P3 LLC that the Company controls and consolidates but does not own (i.e., the Common Units held directly by equityholders other than the Company). The ownership of the Common Units is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 ​ Units Ownership % ​ Units Ownership % ​ P3 Health Partners Inc.’s ownership of Common Units 41,578,890 17.1 % 41,578,890 17.5 % Non-controlling interest holders’ ownership of Common Units 201,592,012 82.9 % 196,553,523 82.5 % Total Common Units 243,170,902 100.0 % 238,132,413 100.0 % ​ Common Units participate in net income or loss allocations and distributions and entitle their holder to the right, subject to the terms set forth in the limited liability company agreement, to require the Company to redeem all or a portion of the Common Units held by such participant, together with a corresponding number of shares of Class V common stock, in exchange for Class A common stock or at the Company’s option, and subject to certain limitations, in cash. As the non-controlling interest holders had an approximate 83% voting interest in the Company through their Class V common stock as of the Closing Date and appointed most of the initial members to the Board of Directors, the ability to elect cash settlement upon redemption is outside of the control of the Company. As a result, the Common Units held by outside shareholders have been classified as redeemable non-controlling interest and presented as temporary equity in the Company’s consolidated balance sheets. The redeemable non-controlling interest was initially measured at its fair value on December 3, 2021. Net income or loss is attributed to the redeemable non-controlling interest during each reporting period based on a daily weighted average ownership percentage. In subsequent periods, the redeemable non-controlling interest is measured at its fair value (i.e., based on the five-day volume-weighted average price of a share of Class A common stock) at the end of each reporting period, with the remeasurement amount being no less than the initial value, as adjusted for the redeemable non-controlling interest’s share of net income or loss and ownership changes. The offset of any fair value adjustment is recorded to equity, with no impact to net income or loss. As of December 31, 2022 and 2021, there was no remeasurement adjustment recorded as the fair value of redeemable non-controlling interest was lower than the initial value. There was no Common Unit exchange or redemption activity during the year ended December 31, 2022 or Successor Period of 2021.

Segment Reporting

Segment Reporting	12 Months Ended
	Dec. 31, 2022
Segment Reporting
Segment Reporting	Note 20: Segment Reporting The Company’s operations are organized under a single reportable segment. The Chief Executive Officer, who is the Company’s CODM, manages the Company’s operations and reviews financial information on a consolidated basis. Decisions regarding resource allocation and assessment of profitability are based on the Company’s responsibility to deliver high quality primary medical care services to its patient population. For the periods presented, all the Company’s revenue was earned in the United States. Likewise, all the Company’s long-lived assets were located in the United States.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 21: Commitments and Contingencies The Company is a party to various claims, legal and regulatory proceedings, lawsuits, and administrative actions arising in the ordinary course of business and associated with the Business Combinations. The Company carries general and professional liability insurance coverage to mitigate the Company’s risk of potential loss in such cases. The Company believes that disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, net loss or cash flows. In 2021, a discrepancy was identified in the service agreement with one of the Company’s health plans resulting in a renegotiation of the agreement. In the Predecessor Period of 2021, the Company recorded a $3.6 million reduction in operating revenue and a $7.0 million charge to operating expense to account for a probable settlement of $11.7 million within health plan settlements payable as of December 31, 2021. In January 2023, the renegotiation was settled and the Company recorded a $3.6 million increase in operating revenue and a $3.1 million reduction in operating expense during the year ended December 31, 2022 to reflect the known settlement of $5.0 million within health plan settlements payable as of December 31, 2022. Uncertainties The healthcare industry is subject to numerous laws and regulations of Federal, state, and local governments. These laws and regulations include, but are not limited to, matters of licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare / Medicaid Fraud, Waste and Abuse Prevention. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of Fraud, Waste and Abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with imposition of significant fines and penalties as well as significant repayment for patient services billed. Management believes the Company is compliant with Fraud, Waste and Abuse regulations as well as other applicable government laws. While no regulatory inquiries have been made, compliance with such laws and regulations is subject to government review and interpretation, as well as other regulatory actions which might be unknown at this time. Healthcare reform legislation at both the Federal and state levels continues to evolve. Changes continue to impact existing and future laws and rules. Such changes may impact the manner in which the Company conducts business, restrict the Company’s revenue growth in certain eligibility categories, slow down revenue growth rates for certain eligibility categories, increase certain medical, administrative and capital costs, and expose the Company to increased risk of loss or further liabilities. As a result, the Company’s consolidated financial position could be impacted by such changes. COVID-19 Pandemic On March 11, 2020, the World Health Organization designated COVID-19 a global pandemic. The rapid spread of COVID-19 around the world and throughout the U.S. has altered the behavior of businesses and people, with significant negative effects on Federal, state, and local economies, the duration of which continues to remain unknown. Various mandates were implemented by Federal, state, and local governments in response to the pandemic, which caused many people to remain at home along with forced closure of or limitations on certain businesses. This included suspension of elective procedures by healthcare facilities. While some of these restrictions have been eased across the U.S. and most states have lifted moratoriums on non-emergent procedures, some restrictions remain in place, and many state and local governments are re-imposing certain restrictions due to an increase in reported COVID-19 cases. COVID-19 disproportionately impacts older adults, especially those with chronic illnesses, which describes many of the Company’s patients. The COVID-19 pandemic did not have a material impact on the Company’s revenue for the years ended December 31, 2022 and 2021. Nearly 99% of the Company’s total revenue is recurring, consisting of fixed monthly PMPM capitation payments received from Medicare Advantage health plans. Management instituted multiple safety measures for the Company’s employees including a work-from-home policy and access to free vaccinations and personal protective equipment. The full extent to which COVID-19 will directly or indirectly impact the Company, its future results of operations and financial condition will depend on factors which are highly uncertain and cannot be accurately predicted. This includes new and emerging information from the impact of new variants of the virus, the actions taken to contain it or treat its impact and the economic impact on the Company’s markets. Such factors include, but are not limited to, the scope and duration of stay-at-home practices and business closures and restrictions, government- imposed or recommended suspensions of elective procedures, and expenses required for supplies and personal protective equipment. Because of these and other uncertainties, Management cannot estimate the length or severity of the impact of the pandemic on the Company’s business. Furthermore, because of the Company’s business model, the full impact of COVID-19 may not be fully reflected in the Company’s results of operations and overall financial condition until future periods. However, Management will continue to closely evaluate and monitor the nature and extent of these potential impacts to the Company’s business, results of operations, and liquidity.

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2022
Related Parties
Related Parties	Note 22: Related Parties Atrio Health Plans Chicago Pacific Founders (“CPF”), a principal equity holder of P3 LLC, has an equity investment in Atrio Health Plans (“Atrio”). The Company has a full-risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations, and medical management (care management, quality management and utilization management). The following tables summarize the Company’s transactions with Atrio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year Ended December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 ​ 2021 2021 Capitated revenue ​ $ 158,941 ​ $ 11,483 ​ ​ $ 142,905 Other patient service revenue ​ $ 2,286 ​ $ 181 ​ ​ $ 2,022 Medical expenses ​ $ 178,300 ​ $ 14,684 ​ ​ $ 146,216 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Health plan receivables ​ $ 177 ​ $ 4,696 Claims payable ​ $ 27,838 ​ $ 16,349 Health plan settlements payable ​ $ 2,536 ​ $ — ​ Unsecured Promissory Note As described in Note 12, in December 2022, the Company issued an Unsecured Promissory Note to VGS, an entity managed by CPF and whose equity holders consist of two members of the Company’s Board of Directors and the Company’s Chief Executive Officer and Chief Medical Officer, among others. The following tables summarize the Company’s transactions with VGS: ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 Interest expense, net ​ $ 105 ​ ​ ​ ​ ​ ​ December 31, 2022 Long-term debt, net ​ $ 14,421 Accrued interest ​ $ 105 Accrued expenses ​ $ 225 ​

Variable Interest Entities

Variable Interest Entities	12 Months Ended
	Dec. 31, 2022
Variable Interest Entities
Variable Interest Entities	Note 23: Variable Interest Entities P3 LLC has Management Services Agreements (“MSAs”) and deficit funding agreements with the Network. The MSAs provide that the P3 LLC will furnish administrative personnel, office supplies and equipment, general business services, contract negotiation, and billing and collection services to the Network. Fees for these services are the excess of the Network’s revenue over expenses. Per the deficit funding agreements, P3 LLC is obligated to advance funds, as needed, to support the Network’s working capital needs to the extent operating expenses exceed gross revenue. These advances accrue interest at a rate of prime plus 2%. Net advances made to the Network and accrued interest on those advances are presented within due to consolidated entities of P3 in the table below. Additionally, P3 LLC entered into stock transfer restriction agreements with the practice shareholders of the Network, which, by way of a call option, unequivocally permit P3 LLC to appoint successor physicians if a practice shareholder vacates their ownership position. Accordingly, P3 LLC identifies itself as the primary beneficiary of the Network. Practice shareholders, who are employees of P3 LLC, retain equity ownership in the Network, which represents nominal non-controlling interests; however, the non-controlling interests do not participate in the profit or loss of the Network. P3 LLC, directly or indirectly via its wholly owned subsidiaries, may not use or access any net assets of these VIEs to settle its obligations or the obligations of its wholly owned subsidiaries. Additionally, the creditors of the VIEs do not have recourse to the net assets of P3 LLC. Since P3 LLC represents substantially all the assets and liabilities of the Company, the following tables provide a summary of the assets, liabilities, and operating performance of only VIEs held at the P3 LLC level. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 ​ 2021 ASSETS ​ ​ ​ ​ ​ ​ Cash ​ $ 1,759 ​ $ 7,570 Clinic fees and insurance receivables, net ​ 323 ​ 61 Prepaid expenses and other current assets ​ 121 ​ 407 Other receivable ​ ​ 855 ​ ​ — Property and equipment, net ​ 44 ​ 36 Goodwill ​ ​ — ​ ​ — Due from consolidated entities of P3 ​ ​ 3,012 ​ ​ — Investment in other P3 entities ​ ​ — ​ ​ 6,000 TOTAL ASSETS ​ $ 6,114 ​ $ 14,074 LIABILITIES AND MEMBERS’ DEFICIT ​ ​ ​ ​ Accounts payable ​ $ 7,800 ​ $ 4,779 Accrued expenses and other current liabilities ​ ​ 262 ​ ​ 26 Accrued payroll ​ 1,885 ​ 1,303 Due to consolidated entities of P3 ​ 36,025 ​ 24,111 TOTAL LIABILITIES ​ 45,972 ​ 30,219 MEMBERS’ DEFICIT ​ (39,858) ​ (16,145) TOTAL LIABILITIES AND MEMBERS’ DEFICIT ​ $ 6,114 ​ $ 14,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ 2022 2021 2021 Revenue ​ $ 55,237 ​ $ 844 ​ ​ $ 7,580 Expenses ​ 69,638 ​ ​ 1,203 ​ ​ 12,293 Net loss ​ $ (14,401) ​ $ (359) ​ ​ $ (4,713) ​

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants
Warrants	Note 24: Warrants As of December 31, 2022 and 2021, there were an aggregate of 11,248,285 and 10,819,105 warrants outstanding, respectively, which include the public warrants, private placement warrants, and VGS Warrants (as defined below). Public and Private Placement Warrants Each public and private placement warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The public warrants will expire five years after the completion of the Business Combinations. The Company has the right to redeem the public warrants when the price per share of Class A common stock equals or exceeds $18.00 for 20 days within a 30-day The public and private placement warrants are recorded as a liability on the consolidated balance sheets with a balance of $1.5 million and $11.4 million as of December 31, 2022 and 2021, respectively. The Company recorded a gain of $9.9 million, a gain of $2.3 million, and a loss of $7.7 million from the change in fair value of the warrants during the year ended December 31, 2022, the Successor Period of 2021, and the Predecessor Period of 2021, respectively. No warrants were VGS Warrants In connection with the Unsecured Promissory Note issued in December 2022 (see Note 12 “Debt”), the Company and VGS entered into a warrant agreement (the “VGS Warrant Agreement”) pursuant to which the Company issued warrants to purchase 429,180 shares of Class A common stock of the Company at an exercise price of $4.26 per share to VGS (the “VGS Warrants”). The number of shares of common stock for which the VGS Warrants is exercisable and the exercise price may be adjusted upon any event involving subdivisions, combinations, distributions, recapitalizations, and similar transactions. Pursuant to the VGS Warrant Agreement, the warrants and the right to purchase securities upon the exercise of the warrants will terminate upon the earliest to occur of the following: (a) December 13, 2027; and (b) the consummation of (i) a sale, conveyance, consolidation with any other corporation (other than a wholly owned subsidiary corporation) or (ii) any other transaction or series of related transactions in which more than 50% of the voting power of which the Company or P3 LLC is disposed. The Company recorded the fair value of the VGS Warrants of $0.6 million as an increase to additional paid in capital during the year ended December 31, 2022. The key Level 3 inputs into the option pricing model related to the VGS Warrants were as follows: ​ ​ ​ ​ ​ ​ Volatility ​ 49 % Risk-free interest rate ​ 3.80 % Exercise price ​ $ 4.26 Expected term ​ 5.0 Years ​

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 25: Subsequent Events ​ Between January and March 2023, the Company borrowed a total of $12.9 million under the Unsecured Promissory Note. On March 30, 2023, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “Purchasers”), certain of which are related parties, pursuant to which the Company will issue approximately 79.9 million units at a price of approximately $1.12 per unit for institutional investors, and a purchase price of approximately $1.19 per unit for employees and consultants. Each unit consists of one share of Class A common stock and 0.75 of a warrant to purchase one share of Class A common stock at an exercise price of $1.13. Certain institutional investors have elected to receive pre-funded warrants to purchase Class A common stock in lieu of a portion of their Class A common stock. In total, the Company agreed to sell (i) an aggregate of approximately 69.2 million shares of its Class A common stock, (ii) warrants to purchase an aggregate of approximately 59.9 million shares of Class A common stock, and (iii) pre-funded warrants to purchase an aggregate of approximately 10.8 million shares of Class A common stock, to the Purchasers for aggregate gross proceeds of approximately $89.5 million (collectively, the “Private Placement”). The Private Placement is subject to certain conditions and is expected to close on April 6, 2023.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company. All intercompany accounts and transactions have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. See Note 23 “Variable Interest Entities.” As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a noncontrolling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 23 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): ● Kahan, Wakefield, Abdou, PLLC ● Bacchus, Wakefield, Kahan, PC ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.) As a result of the Business Combinations, P3 LLC has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements and notes to consolidated financial statements of P3 LLC are presented herein as “Predecessor” for the period prior to the Closing Date (the “Predecessor Period”) and the consolidated financial statements and notes to consolidated financial statements of the Company are presented herein as “Successor” for the period after the Closing Date (the “Successor Period”), which include the consolidated operations of P3 LLC. The accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented.
Management's Use of Estimates	Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of COVID-19. See Note 21 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangible assets and goodwill), fair value of acquired assets and liabilities in business combinations, fair value of liability classified instruments, and judgments related to deferred income taxes. Actual results could differ from those estimates.
Commitments and Contingencies	Commitments and Contingencies An accrual is established for commitments and contingencies when management, after considering the facts and circumstances of each matter as then known to management, has determined a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. The Company expenses costs associated with loss contingencies, including any related legal fees, as they are incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company does not recognize potential gains until realized.
Loss per Share	Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of public warrants, private placement warrants, stock options, and Common Units convertible into shares of Class A common stock during the period by applying the treasury stock method or if-converted method, as applicable. Net loss per member unit has not been presented for Predecessor Period as the Company’s management determined it would not be meaningful to the users of these consolidated financial statements.
Cash and Restricted Cash	Cash and Restricted Cash Cash includes all cash and liquid investments with an initial maturity of three months or less. Cash deposits held in accounts at each financial institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2022 and 2021, the Company had cash of $17.5 million and $140.5 million, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Restricted cash is held for a specific purpose (such as payment of employee healthcare claims) and is thus not available to the Company for immediate or general business use. At December 31, 2022 and 2021, the Company had restricted cash of $0.9 million and $0.4 million, respectively. ​
Revenue Recognition	Revenue Recognition The Company categorizes revenue based on various factors such as the nature of contracts as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ ​ ​ December 3, 2021 ​ ​ ​ ​ January 1, 2021 ​ ​ ​ ​ ​ December 31, ​ ​ ​ through December 31, ​ ​ ​ ​ through December 2, ​ ​ ​ Revenue Type 2022 % of Total 2021 % of Total 2021 % of Total Capitated revenue ​ $ 1,034,800 ​ 99 % $ 57,224 ​ 97 % ​ $ 567,735 ​ 98 % Other patient service revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clinical fees & insurance revenue ​ 6,158 ​ 0 % ​ 751 2 % ​ ​ 4,318 1 % Shared risk revenue ​ 351 ​ 0 % ​ 181 0 % ​ ​ 602 0 % Care coordination / management fees ​ ​ 7,924 ​ 1 % ​ 600 ​ 1 % ​ ​ 5,880 ​ 1 % Incentive fees ​ 238 ​ 0 % ​ 6 0 % ​ ​ 67 0 % Total other patient service revenue ​ 14,671 ​ 1 % ​ 1,538 3 % ​ ​ 10,867 2 % Total revenue ​ $ 1,049,471 ​ 100 % $ 58,762 100 % ​ $ 578,602 100 % ​ During the year ended December 31, 2022, the Successor Predecessor Capitated Revenue The Company contracts with health plans using an at-risk model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The capitated revenue the Company receives is determined via a competitive bidding process with CMS and is based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenue is recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g., month), net of projected acuity adjustments and performance incentives or penalties as the Company cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. Premium risk adjustments recorded in 2022 which relate to 2021 were $3.3 million. There were no premium risk adjustments recorded in 2021 related to prior years. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient not to adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care, the combination of which is offered as a single solution. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone service to health plans; however, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2022 and 2021, the Company had POP contracts in effect with 24 health plans (across five states) and 17 health plans (across four states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g., those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within 21 Three health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2022. Two health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2021. At December 31, 2022 and 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not recorded. Other Patient Service Revenue – Clinical Fees and Insurance Revenue Clinical fees and insurance revenue relates to net patient fees received from various payors and direct patients under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service using a portfolio approach. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payors (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payors–specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. The Company perpetually reviews its contractual estimation processes to consider and incorporate updates to laws, regulations, and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. Clinical fees and insurance revenue is based upon the estimated amounts the Company expects to receive from patients and third-party payors. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenue at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and its estimates of associated transaction prices will not result in a significant revenue reversal in the future. The Company has elected the practical expedient not to adjust the transaction price for any financing components as those were deemed to be insignificant and to expense all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member, per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due to the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Other Patient Service Revenue – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or management fee to the Company. CCFs and management fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. Based on similarities of the terms of the care coordination and administrative services, the Company uses a portfolio approach to record revenue from CCFs and management fees. Patient Fees Receivable Substantially all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies, government-sponsored healthcare programs, or directly from patients. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient fees receivable, where a third-party payor is responsible for the amount due, are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. Contractual adjustments arising under reimbursement arrangements with third-party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. The Company continuously monitors activities from payors (including patients) and records an implicit price concession based on specific contracts and actual historical collection patterns to reflect the estimated amounts the Company expects to collect. Patient fees receivable of $0.8 million and $0.7 million are included in clinic fees and insurance receivables in the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively, and are recorded net of contractual allowances of $5.8 million and $2.0 million as of December 31, 2022 and 2021, respectively.
Property and Equipment	Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset-specific gains or losses. Any such gains or losses are included as a component of operations. The Company records depreciation using the straight-line method over the estimated useful lives of the respective assets. The following table summarizes the estimated useful lives of the Company’s property and equipment: ​ ​ ​ ​ Classification Depreciation Cycle Leasehold improvements (cycle: lease term) 1 to 10 Years Furniture and fixtures 7 Years Computer equipment 3 Years Medical equipment 7 Years Software 3 Years ​ The Company capitalizes certain costs incurred in connection with developing its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2022 and 2021, the Company has capitalized $3.5 million and $2.4 million, respectively, to property and equipment for these software costs (specifically to work in progress). In 2022 and 2021, $0.7 million and $2.1 million of capitalized costs were placed into service, respectively. All costs associated with internally developed technology following deployment, or that otherwise do not meet capitalization criteria, are expensed as incurred.
Fair Value Measurements	Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 6 “Fair Value Measurements and Hierarchy” for further discussion): Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Recoverability of an asset or asset group is measured by comparing its carrying amount to the future undiscounted net cash flows the asset or asset group is expected to generate. If such assets are considered impaired (e.g., future undiscounted cash flows are less than net book value), an impairment charge is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill.
Intangible Assets	Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows.
Leases	Leases The Company determines whether a contract is or contains a lease at the inception of the contract. For leases with terms greater than 12 months, the Company records the related operating or finance right-of-use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right-of-use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords, which reduce the right-of-use asset related to the lease. Certain of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories; therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio.
Business Combinations	Business Combinations The price tendered in business combinations is allocated using the acquisition method of accounting among the identifiable tangible and intangible assets and assumed liabilities and non-controlling interests, all of which are based on estimates of corresponding fair value as of the acquisition date. The Company applies valuation methods which are ultimately used in the Company’s purchase price allocations. Goodwill is recorded based on the difference between the fair value of consideration exchanged and the fair value of the net assets and liabilities assumed. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the non-controlling interests obtained, limited to one year from the acquisition date) are recorded when identified.
Equity-Based Compensation	Equity-Based Compensation Equity-based compensation cost is measured at the grant date for all equity-based awards based on the fair value of the awards. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, the Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. Equity-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company accounts for forfeitures as they occur. P3 LLC used the Black-Scholes option-pricing model to determine the fair value of P3 LLC’s incentive unit awards (“Incentive Units”). The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the incentive unit awards. The expected dividend yield was based on P3 LLC’s expectation of not paying dividends in the foreseeable future. The expected term was calculated primarily based upon the estimated time to a liquidation event. The expected volatility was estimated using company-specific historical information, guideline company information, and implied volatility information. The Company uses the Black-Sholes option-pricing model to determine the fair value of the Company’s stock option awards. The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the stock option awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term was calculated using the “simplified” method; whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option due to P3’s lack of sufficient historical data. The expected volatility was estimated using an average of the historical volatilities of a peer group comprised of publicly traded companies in the same industry. The Company assesses the impact of material nonpublic information on its share price or expected volatility, as applicable, at the time of grant.
Warrant Liability	Warrant Liability The Company has public and private placement warrants of Class A common stock classified as liabilities as well as warrants of Class A common stock issued to a lender classified as equity. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using observable market prices for those public warrants. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Premium Deficiency Reserve	Premium Deficiency Reserve Premium deficiency reserve (“PDR”) liabilities are established when it is probable that expected future health care costs and maintenance costs under a group of existing contracts will exceed anticipated future premiums and stop-loss insurance recoveries on those contracts. The Company assesses if a PDR liability is needed through review of current results and forecasts. For purposes of determining premium deficiency losses, contracts are grouped consistent with our method of acquiring, servicing, and measuring the profitability of such contracts. The Company grouped its Medicare Advantage health plan contracts together as a single group as it operates in one line of business. The Company further concluded that the costs to administer these contracts are based on centralized and shared service functions. As of December 31, 2022 and 2021, the PDR liability was $26.4 million and $37.8 million, respectively, which represented its estimate of probable contract losses expected to be generated by the Company’s health plans.
Medical Expense and Claims Payable	Medical Expense and Claims Payable The cost of healthcare services is recognized in the period services are provided. This also includes an estimate of the cost of services that have been incurred, but not yet reported (“IBNR”). Medical expenses also include costs for overseeing the quality of care and programs, which focus on patient wellness. Additionally, healthcare expenses can include, from time to time, remediation of certain claims that might result from periodic reviews conducted by various regulatory agencies. Management estimates the Company’s IBNR by applying standard actuarial methodologies, which utilize historical data, including the period between the date services are rendered and the date claims are received (and paid), denied claims activity, expected medical cost inflation, seasonality patterns, and changes in membership mix. IBNR estimates are made on an accrual basis and adjusted in future periods as required. Any adjustments to prior period estimates are included in the current period. Such estimates are subject to the impact from changes in both the regulatory and economic environments. The Company’s claims payable represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2022 and 2021.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes it is more likely than not that they will not be realized. The Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law, and results of recent operations. The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company considers many factors when evaluating its uncertain tax positions during the course of the year through a review of policies and procedures, reviews of customary and regular tax filings, and discussions with third party experts. This review can involve significant judgment and may require periodic adjustments. The resolution of these uncertain tax positions in a manner inconsistent with management’s expectations could have a material impact on the Company’s consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax positions as a component of its provision for income taxes. Accrued interest and penalties are included with the related tax liability. See Note 13 “Income Taxes” for further information.
Advertising Expense	Advertising Expense The Company uses advertising primarily to promote the health plans with which it conducts business as well as its physician clinics throughout the geographic areas it serves. Advertising costs are charged directly to operations as incurred. Advertising expense totaled $4.5 million, $0.3 million, and $1.8 million in the year ended December 31, 2022, the Successor Period of 2021, and the Predecessor Period of 2021, respectively.
Reclassifications	Reclassifications Certain amounts in the consolidated balance sheet as of December 31, 2021 and the consolidated statements of operations and cash flows for the Successor Period of 2021 and Predecessor Period of 2021 have been reclassified to be consistent with the current period presentation. These reclassifications were to (i) present notes receivable, net and right-of-use asset collectively as other long-term assets on the consolidated balance sheet; (ii) separately present accounts payable from accrued expenses and other current liabilities on the consolidated balance sheet; (iii) present depreciation expense and amortization of intangible assets collectively as depreciation and amortization expense on the consolidated statements of operations and cash flows; (iv) present amortization of debt origination fees and amortization of discount from issuance of debt collectively as amortization of original issue discount and debt issuance costs on the consolidated statements of cash flows; and (v) present payment of debt issuance costs separately from debt proceeds on the consolidated statements of cash flows. The reclassifications had no impact on the Company’s financial condition, results of operations, or net cash flows.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Summary of sources (by product type) from which the Company's revenues are derived	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ ​ ​ December 3, 2021 ​ ​ ​ ​ January 1, 2021 ​ ​ ​ ​ ​ December 31, ​ ​ ​ through December 31, ​ ​ ​ ​ through December 2, ​ ​ ​ Revenue Type 2022 % of Total 2021 % of Total 2021 % of Total Capitated revenue ​ $ 1,034,800 ​ 99 % $ 57,224 ​ 97 % ​ $ 567,735 ​ 98 % Other patient service revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clinical fees & insurance revenue ​ 6,158 ​ 0 % ​ 751 2 % ​ ​ 4,318 1 % Shared risk revenue ​ 351 ​ 0 % ​ 181 0 % ​ ​ 602 0 % Care coordination / management fees ​ ​ 7,924 ​ 1 % ​ 600 ​ 1 % ​ ​ 5,880 ​ 1 % Incentive fees ​ 238 ​ 0 % ​ 6 0 % ​ ​ 67 0 % Total other patient service revenue ​ 14,671 ​ 1 % ​ 1,538 3 % ​ ​ 10,867 2 % Total revenue ​ $ 1,049,471 ​ 100 % $ 58,762 100 % ​ $ 578,602 100 % ​
Summary of estimated useful lives applicable to PP&E	​ ​ ​ ​ Classification Depreciation Cycle Leasehold improvements (cycle: lease term) 1 to 10 Years Furniture and fixtures 7 Years Computer equipment 3 Years Medical equipment 7 Years Software 3 Years ​

Business Combinations (Tables)

Business Combinations (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combinations
Summary of fair value of property and equipment acquired	​ ​ ​ ​ ​ Leasehold improvements $ 1,537 Furniture and fixtures ​ 1,081 Computer equipment and software ​ 3,066 Medical equipment ​ 414 Software (development in process) ​ 1,777 Total property and equipment ​ $ 7,875 ​
Summary of future consolidated results of operations	​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31,2021 ​ ​ (Unaudited) Total operating revenue ​ $ 793,447 Net loss ​ $ (259,282) Net loss attributable to non-controlling interest ​ $ (214,167) Net loss attributable to controlling interest ​ $ (45,115) ​
P3 LLC
Business Combinations
Summary of purchase consideration	​ ​ ​ ​ ​ Equity $ 80,301 Fair value of redeemable non-controlling interest ​ ​ 1,807,428 Stock compensation pre-combination services ​ 26,313 Cash consideration ​ ​ 18,405 Payment of P3 LLC’s transaction costs ​ ​ 19,152 Total purchase consideration ​ $ 1,951,599 ​
Summary of purchase price allocation to assets and liabilities	​ ​ ​ ​ ​ Assets acquired: ​ ​ ​ Cash $ 5,301 Restricted cash ​ ​ 54 Health plan receivables ​ ​ 47,733 Clinic fees and insurance receivables, net ​ ​ 426 Other receivables ​ ​ 1,881 Prepaid expenses and other current assets ​ ​ 939 Property and equipment ​ ​ 7,875 Definite lived intangible assets: ​ ​ ​ Customer relationships ​ ​ 684,000 Provider network ​ ​ 3,700 Trademarks ​ ​ 147,700 Goodwill ​ ​ 1,278,453 Operating lease right-of-use assets (1) ​ ​ 10,604 Total assets acquired ​ ​ 2,188,666 ​ ​ ​ ​ Liabilities assumed: ​ ​ ​ Accounts payable and accrued expenses ​ ​ 25,819 Accrued payroll ​ ​ 2,869 Health plan settlements payable ​ ​ 25,008 Claims payable ​ ​ 76,031 Premium deficiency reserve ​ ​ 11,559 Accrued interest ​ ​ 9,269 Current portion of long-term debt ​ ​ 301 Operating lease liability ​ ​ 6,211 Long-term debt, net of current portion ​ ​ 80,000 Total liabilities assumed ​ ​ 237,067 Net assets acquired ​ $ 1,951,599 (1) Included within other long-term assets on the consolidated balance sheet.
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc
Business Combinations
Summary of purchase price allocation to assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ Period Period Assets acquired: ​ ​ ​ ​ ​ Cash ​ $ 20,547 ​ ​ $ 3 Restricted cash ​ 302 ​ ​ — Health plan receivables ​ 5,754 ​ ​ — Clinic fees and insurance receivables, net ​ 141 ​ ​ — Other receivables ​ 726 ​ ​ — Prepaid expenses and other current assets ​ 1,190 ​ ​ — Property and equipment ​ 113 ​ ​ 6 Definite lived intangible assets: ​ ​ ​ ​ Customer relationships ​ — ​ ​ 2,046 Payor contracts ​ ​ 4,700 ​ ​ ​ — Provider network ​ 1,100 ​ ​ — Trademarks ​ 900 ​ ​ — Indefinite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ Medical licenses ​ 700 ​ ​ — Goodwill ​ 31,298 ​ ​ 2,934 Total assets acquired ​ $ 67,471 ​ ​ $ 4,989 Liabilities assumed: ​ ​ ​ ​ Accounts payable ​ 150 ​ ​ — Accrued payroll ​ 277 ​ ​ — Health plan settlements payable ​ 133 ​ ​ — Claims payable ​ 26,898 ​ ​ — Total liabilities assumed ​ 27,458 ​ ​ — Net assets acquired ​ $ 40,013 ​ ​ $ 4,989 ​

Fair Value Measurements and H_2

Fair Value Measurements and Hierarchy (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements and Hierarchy
Summary of carrying amounts of financial instruments	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Carrying Value Level 1 Level 2 Level 3 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Liability for private placement warrants ​ $ 40 ​ $ — ​ $ — ​ $ 40 Liability for public warrants ​ $ 1,477 ​ $ 1,477 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Carrying Value ​ Level 1 ​ Level 2 ​ Level 3 Financial liabilities: ​ ​ ​ ​ Liability for private placement warrants ​ $ 502 ​ $ — ​ $ — ​ $ 502 Liability for public warrants ​ $ 10,881 ​ $ 10,881 ​ $ — ​ $ — ​
Schedule of Level 3 inputs into option pricing model	The key Level 3 inputs into the option pricing model related to the private placement warrants to purchase Class A common stock were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 ​ Volatility ​ 55 % ​ 60 % Risk-free interest rate ​ 4.11 % ​ 1.26 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Expected term ​ ​ 3.9 Years 4.9 Years ​
Summary of changes in company's Level 3 fair value measurements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year December 3, 2021 ​ ​ ​ ​ Ended ​ through ​ ​ ​ ​ ​ December ​ December 31, ​ ​ January 1, 2021 ​ ​ 31, 2022 ​ 2021 ​ ​ through ​ ​ (Private ​ (Private ​ ​ December 2, 2021 ​ ​ Placement ​ Placement ​ ​ (Class D ​ ​ Warrants) ​ Warrants) ​ ​ Warrants) Beginning balance ​ $ 502 ​ $ 793 ​ ​ $ 6,316 Mark-to-market adjustment of stock warrants ​ ​ (462) ​ (291) ​ ​ 7,665 Ending balance ​ $ 40 ​ $ 502 ​ ​ $ 13,981 ​

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property and Equipment
Schedule of property and equipment balances	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Leasehold improvements ​ $ 1,810 ​ ​ $ 1,537 Furniture & fixtures ​ 1,262 ​ ​ 1,108 Computer equipment & software ​ 3,206 ​ ​ 2,701 Medical equipment ​ 1,067 ​ ​ 414 Software (development in process) ​ 3,460 ​ ​ 2,433 Vehicles ​ ​ 618 ​ ​ ​ — Other ​ ​ 37 ​ ​ ​ 37 ​ ​ ​ 11,460 ​ ​ ​ 8,230 Less: accumulated depreciation ​ (2,621) ​ ​ (182) Property and equipment, net ​ $ 8,839 ​ ​ $ 8,048 ​

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill
Schedule of reconciliation of goodwill and accumulated goodwill impairment losses	​ ​ ​ ​ ​ Balance at December 3, 2021 (1) ​ ​ ​ Goodwill ​ $ 1,278,453 Accumulated goodwill impairment losses ​ — ​ ​ ​ 1,278,453 Acquisitions ​ ​ 31,297 Balance at December 31, 2021 ​ ​ ​ Goodwill ​ ​ 1,309,750 Accumulated goodwill impairment losses ​ ​ — ​ ​ ​ 1,309,750 Acquisitions ​ ​ 5,202 Impairment losses ​ ​ (1,314,952) Balance at December 31, 2022 ​ ​ ​ Goodwill ​ ​ 1,314,952 Accumulated goodwill impairment losses ​ ​ (1,314,952) ​ ​ $ — (1) Represents the opening balance of goodwill due to the Business Combinations (Note 5)

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Intangible Assets, Net
Schedule of changes intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 ​ 2021 ​ ​ Gross Carrying ​ ​ Accumulated ​ Net Carrying ​ Gross Carrying ​ Gross Carrying ​ Net Carrying ​ Amount Amortization Amount Amount Amount Amount Indefinite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Medical licenses ​ $ 700 ​ $ — ​ $ 700 ​ $ 700 ​ $ — ​ $ 700 Definite lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ ​ 684,000 ​ ​ (74,100) ​ ​ 609,900 ​ ​ 684,000 ​ ​ (5,700) ​ ​ 678,300 Trademarks ​ ​ 148,635 ​ ​ (16,704) ​ ​ 131,931 ​ ​ 148,600 ​ ​ (1,230) ​ ​ 147,370 Payor contracts ​ ​ 4,700 ​ ​ (470) ​ ​ 4,230 ​ ​ 4,700 ​ ​ — ​ ​ 4,700 Provider network ​ ​ 4,800 ​ ​ (511) ​ ​ 4,289 ​ ​ 4,800 ​ ​ (31) ​ ​ 4,769 Total ​ $ 842,835 ​ $ (91,785) ​ $ 751,050 ​ $ 842,800 ​ $ (6,961) ​ $ 835,839 ​

Claims Payable (Tables)

Claims Payable (Tables)	12 Months Ended
	Dec. 31, 2022
Claims Payable.
Schedule of activity in the liability for claims payable and healthcare expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Claims unpaid, beginning of period ​ $ 101,958 ​ $ 76,031 Incurred, related to: ​ ​ ​ ​ ​ ​ Current period ​ 942,570 ​ ​ 55,149 Prior period(s) ​ 882 ​ ​ 174 Total incurred ​ 943,452 ​ ​ 55,323 Paid, related to: ​ ​ ​ ​ ​ Current period ​ 794,026 ​ ​ 53,366 Prior period(s) ​ 100,177 ​ ​ 2,928 Total paid ​ 894,203 ​ ​ 56,294 Claims unpaid assumed in acquisitions ​ ​ — ​ ​ 26,898 Claims unpaid, end of period ​ $ 151,207 ​ $ 101,958 ​

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt
Schedule of rollforward the long-term debt balances	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Repurchase Promissory Note ​ $ 15,000 ​ $ 15,000 Term Loan Facility ​ 65,000 ​ 65,000 Unsecured Promissory Note ​ 15,000 ​ — Other ​ — ​ 46 Long-term debt, gross ​ 95,000 ​ 80,046 Less: unamortized debt issuance costs and original issue discount ​ (579) ​ — ​ ​ 94,421 ​ 80,046 Less: current portion of long-term debt ​ — ​ (46) Long-term debt, net ​ $ 94,421 ​ $ 80,000 ​
Schedule of long tern debt fiscal maturity disclosures	As of December 31, 2022, long-term debt maturities are as follows: ​ ​ ​ ​ ​ 2023 $ — 2024 ​ — 2025 ​ 65,000 2026 ​ 30,000 ​ ​ ​ 95,000 Less: unamortized debt issuance costs and original issue discount ​ ​ (579) ​ ​ $ 94,421 ​

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes
Schedule of components of loss before taxes	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 2021 ​ ​ 2021 Domestic ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) Foreign ​ — ​ — ​ ​ — Total ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) ​
Schedule of components of income tax expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 between the income tax provision computed by applying the statutory federal rate and the actual provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) % — % ​ — % ​
Schedule of deferred income tax assets and liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Equity-Based Compensation
Schedule of weighted average assumptions used in estimating the grant date fair value of stock options	​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 Expected volatility 51 % Risk-free interest rate 3.2 % Expected term (in years) 7.28 ​ Dividend rate 0.0 % ​
Time-based stock options
Equity-Based Compensation
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ Aggregate ​ ​ Number of ​ Average ​ Contractual ​ Intrinsic ​ ​ Stock Options ​ Exercise ​ Life ​ Value ​ ​ (in thousands) ​ Price ​ (in years) ​ (in thousands) Outstanding at December 31, 2021 — ​ $ — ​ Granted 3,589 ​ 5.57 ​ Forfeited (187) ​ 5.02 ​ Outstanding at December 31, 2022 3,402 ​ $ 5.60 9.62 ​ $ — Fully vested and expected to vest at December 31, 2022 3,402 ​ $ 5.60 9.62 ​ $ — Exercisable at December 31, 2022 117 ​ $ 5.02 9.22 ​ $ — ​
Performance-based stock options
Equity-Based Compensation
Schedule of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ Aggregate ​ ​ Number of ​ Average ​ Contractual ​ Intrinsic ​ ​ Stock Options ​ Exercise ​ Life ​ Value ​ ​ (in thousands) ​ Price ​ (in years) ​ (in thousands) Outstanding at December 31, 2021 — ​ $ — ​ Granted 1,500 ​ 4.95 ​ Outstanding at December 31, 2022 1,500 ​ $ 4.95 9.83 ​ $ — Fully vested and expected to vest at December 31, 2022 1,500 ​ $ 4.95 9.83 ​ $ — Exercisable at December 31, 2022 — ​ $ — — ​ $ — ​
Common Unit award
Equity-Based Compensation
Schedule of common unit award activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Average Number of ​ ​ Grant-Date ​ Units ​ ​ Fair Value ​ (in thousands) Non-vested at December 31, 2021 ​ $ 9.20 5,471 Granted ​ — — Vested ​ 9.20 (5,038) Forfeited ​ 9.20 (53) Non-vested at December 31, 2022 ​ $ 9.20 380 ​

Loss per Share (Tables)

Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Loss per Share
Schedule of computation of basic and diluted net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ December 31, ​ through December 31, ​ 2022 2021 Net loss attributable to Class A common stockholders-basic and diluted ​ $ (270,127) ​ $ (10,081) ​ ​ ​ ​ ​ ​ ​ Weighted average Class A common shares outstanding-basic and diluted ​ ​ 41,579 ​ ​ 41,579 ​ ​ ​ ​ ​ ​ ​ Loss per share attributable to Class A common stockholders-basic and diluted ​ $ (6.50) ​ $ (0.24) ​
Schedule of potential dilutive securities excluded from the computation of diluted net loss per share their effect would have been anti-dilutive	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ December 31, ​ through December 31, ​ 2022 2021 Stock warrants (1) ​ ​ 11,248 ​ ​ 10,819 Stock options (1) ​ ​ 3,402 ​ ​ — Shares of Class V common stock (2) ​ ​ 201,972 ​ ​ 202,025 Total ​ ​ 216,622 ​ ​ 212,844 (1) Represents the number of instruments outstanding at the end of the period. Application of the treasury stock method would reduce this amount if they had a dilutive effect and were included in the computation of diluted net loss per share (2) Shares of Class V common stock at the end of the period, including shares tied to unvested Common Units, are considered potentially dilutive shares of Class A common stock under application of the if-converted method.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
Summary of lease terms and discount rates	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Weighted average remaining lease term (years) 6.22 ​ 5.01 Weighted average discount rate 11.7 % 11.1 % ​
Schedule of reconciliation of undiscounted future minimum lease payments	Maturities of operating lease liabilities as of December 31, 2022 are as follows: ​ ​ ​ ​ ​ Year Ending December 31, ​ 2023 ​ $ 1,082 2024 ​ 3,212 2025 ​ 3,382 2026 ​ 2,836 2027 ​ 2,599 Thereafter ​ 6,539 Total undiscounted future cash flows ​ 19,650 Less: interest ​ (6,860) Present value of operating lease liabilities ​ $ 12,790 ​
Schedule of supplemental cash flows and other information related to leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 2021 2021 Operating cash flows paid for operating leases ​ $ 3,339 ​ $ 255 ​ ​ $ 2,256 ​ ​

Redeemable Non-controlling In_2

Redeemable Non-controlling Interest (Tables)	12 Months Ended
	Dec. 31, 2022
Redeemable Non-Controlling Interests.
Summary of ownership of common units	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 ​ Units Ownership % ​ Units Ownership % ​ P3 Health Partners Inc.’s ownership of Common Units 41,578,890 17.1 % 41,578,890 17.5 % Non-controlling interest holders’ ownership of Common Units 201,592,012 82.9 % 196,553,523 82.5 % Total Common Units 243,170,902 100.0 % 238,132,413 100.0 % ​

Related Parties (Tables)

Related Parties (Tables)	12 Months Ended
	Dec. 31, 2022
Atrio
Related Parties
Schedule of related party transactions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year Ended December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 ​ 2021 2021 Capitated revenue ​ $ 158,941 ​ $ 11,483 ​ ​ $ 142,905 Other patient service revenue ​ $ 2,286 ​ $ 181 ​ ​ $ 2,022 Medical expenses ​ $ 178,300 ​ $ 14,684 ​ ​ $ 146,216 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Health plan receivables ​ $ 177 ​ $ 4,696 Claims payable ​ $ 27,838 ​ $ 16,349 Health plan settlements payable ​ $ 2,536 ​ $ — ​
VBC Growth SPV LLC [Member]
Related Parties
Schedule of related party transactions	​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 Interest expense, net ​ $ 105 ​ ​ ​ ​ ​ ​ December 31, 2022 Long-term debt, net ​ $ 14,421 Accrued interest ​ $ 105 Accrued expenses ​ $ 225

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	12 Months Ended
	Dec. 31, 2022
Variable Interest Entities
Summary of balance sheet and income statement of VIEs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 ​ 2021 ASSETS ​ ​ ​ ​ ​ ​ Cash ​ $ 1,759 ​ $ 7,570 Clinic fees and insurance receivables, net ​ 323 ​ 61 Prepaid expenses and other current assets ​ 121 ​ 407 Other receivable ​ ​ 855 ​ ​ — Property and equipment, net ​ 44 ​ 36 Goodwill ​ ​ — ​ ​ — Due from consolidated entities of P3 ​ ​ 3,012 ​ ​ — Investment in other P3 entities ​ ​ — ​ ​ 6,000 TOTAL ASSETS ​ $ 6,114 ​ $ 14,074 LIABILITIES AND MEMBERS’ DEFICIT ​ ​ ​ ​ Accounts payable ​ $ 7,800 ​ $ 4,779 Accrued expenses and other current liabilities ​ ​ 262 ​ ​ 26 Accrued payroll ​ 1,885 ​ 1,303 Due to consolidated entities of P3 ​ 36,025 ​ 24,111 TOTAL LIABILITIES ​ 45,972 ​ 30,219 MEMBERS’ DEFICIT ​ (39,858) ​ (16,145) TOTAL LIABILITIES AND MEMBERS’ DEFICIT ​ $ 6,114 ​ $ 14,074 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ 2022 2021 2021 Revenue ​ $ 55,237 ​ $ 844 ​ ​ $ 7,580 Expenses ​ 69,638 ​ ​ 1,203 ​ ​ 12,293 Net loss ​ $ (14,401) ​ $ (359) ​ ​ $ (4,713)

Warrants (Tables)

Warrants (Tables)	12 Months Ended
	Dec. 31, 2022
Warrants
Schedule of key Level 3 inputs into the option pricing model related to the VGS Warrants	​ ​ ​ ​ ​ ​ Volatility ​ 49 % Risk-free interest rate ​ 3.80 % Exercise price ​ $ 4.26 Expected term ​ 5.0 Years

Organization (Details)

Organization (Details) - shares	Dec. 03, 2021	Dec. 31, 2022	Dec. 31, 2021
P3 LLC [Member]
Organization
Ownership in P3 LLC common units	17.10%
Class A common
Organization
Number of shares issued	8,700,000
Number of shares no longer subject to redemption	3,700,000
Number of shares outstanding		41,578,890	41,578,890
Class A common | Private Placement
Organization
Number of shares issued	20,400,000
Class A common | Founder Holders
Organization
Number of shares outstanding	8,800,000

Going Concern and Liquidity (De

Going Concern and Liquidity (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Going Concern and Liquidity
Net loss	$ (57,938)	$ (146,400)	$ (1,561,557)
Cash	$ 140,478	$ 5,301	$ 17,537

Significant Accounting Polici_4

Significant Accounting Policies - Consolidation, Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 02, 2021
Significant Accounting Policies
Amount insured by Federal Deposit Insurance Corporation	$ 250,000
Cash and Restricted Cash
Unrestricted	17,537	$ 140,478	$ 5,301
Restricted	$ 920	$ 356	$ 54

Significant Accounting Polici_5

Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) plan customer	Dec. 02, 2021 USD ($) customer	Dec. 31, 2022 USD ($) customer plan
Significant Accounting Policies
Revenue	$ 58,762	$ 578,602	$ 1,049,471
Number of health plans percentage of payment contracts entered | customer	4	4	4
Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	100%	100%	100%
Revenues | Customer Concentration | Four Health Plan Customers
Significant Accounting Policies
Percentage of total revenue	70%	78%	66%
Capitated revenue
Significant Accounting Policies
Revenue	$ 57,224	$ 567,735	$ 1,034,800
Number of health plans percentage of payment contracts entered | plan	17		24
Capitated revenue | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	97%	98%	99%
Clinical fees & insurance revenue
Significant Accounting Policies
Revenue	$ 751	$ 4,318	$ 6,158
Clinical fees & insurance revenue | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	2%	1%	0%
Shared risk revenue
Significant Accounting Policies
Revenue	$ 181	$ 602	$ 351
Shared risk revenue | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	0%	0%	0%
Care coordination / management fees
Significant Accounting Policies
Revenue	$ 600	$ 5,880	$ 7,924
Care coordination / management fees | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	1%	1%	1%
Incentive fees
Significant Accounting Policies
Revenue	$ 6	$ 67	$ 238
Incentive fees | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	0%	0%	0%
Other patient service revenue
Significant Accounting Policies
Revenue	$ 1,538	$ 10,867	$ 14,671
Other patient service revenue | Revenue | Product Concentration Risk [Member]
Significant Accounting Policies
Percentage of total revenue	3%	2%	1%

Significant Accounting Polici_6

Significant Accounting Policies - Capitated Revenue (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($) customer plan state	Dec. 31, 2021 USD ($) plan customer state	Dec. 02, 2021 customer
Significant Accounting Policies
Additional revenue related to prior year premium risk adjustments | $	$ 3.3	$ 0
Term of contract	1 month
Number of health plans percentage of payment contracts entered	4	4	4
Number of health plan customers accounting 10% of receivables	3	2
Capitated revenue
Significant Accounting Policies
Number of health plans percentage of payment contracts entered | plan	24	17
Number of states | state	5	4
Term for reconciliation and distribution of the reserve following each year-end	21 months
Term for reconciliation and distribution of the reserve following end of each quarter	120 days

Significant Accounting Polici_7

Significant Accounting Policies - Shared Risk Revenue (Details) - Shared risk revenue	12 Months Ended
	Dec. 31, 2022 subsidiary agreement
Significant Accounting Policies
Number of subsidiaries receiving significant shared risk savings | subsidiary	1
Percentage of shared risk savings received	30%
Number of separate arrangements | agreement	4
Percentage of total cost savings to be received, if the sequential YoY PMPY aggregate change yields a reduction	30%

Significant Accounting Polici_8

Significant Accounting Policies - Patient Fees Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Patient fees receivable	$ 0.8	$ 0.7
Contractual allowances	$ 5.8	$ 2

Significant Accounting Polici_9

Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies
Property and equipment, gross	$ 11,460	$ 8,230
Leasehold Improvements (Cycle: Lease Term) | Minimum
Significant Accounting Policies
Estimated useful lives	1 year
Leasehold Improvements (Cycle: Lease Term) | Maximum
Significant Accounting Policies
Estimated useful lives	10 years
Furniture & fixtures
Significant Accounting Policies
Estimated useful lives	7 years
Property and equipment, gross	$ 1,262	1,108
Computer equipment & software
Significant Accounting Policies
Estimated useful lives	3 years
Property and equipment, gross	$ 3,206	2,701
Medical equipment
Significant Accounting Policies
Estimated useful lives	7 years
Property and equipment, gross	$ 1,067	414
Software
Significant Accounting Policies
Estimated useful lives	3 years
Software (Development in Process)
Significant Accounting Policies
Property and equipment, gross	$ 3,460	2,433
Capitalized costs placed into service	$ 700	$ 2,100

Significant Accounting Polic_10

Significant Accounting Policies - PDR (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Premium Deficiency Reserve ("PDR")
Premium deficiency reserve	$ 26,375	$ 37,836

Significant Accounting Polic_11

Significant Accounting Policies - Advertising Expenses (Details) - USD ($) $ in Millions	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Sales and Marketing Expenses
Advertising expense	$ 0.3	$ 1.8	$ 4.5

Business Combinations - Purchas

Business Combinations - Purchase Consideration (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Business Combinations
Cash consideration	$ 47,879	$ 4,989	$ 5,500
P3 LLC
Business Combinations
Equity			80,301
Fair value of redeemable non-controlling interest			1,807,428
Stock compensation pre-combination services			26,313
Cash consideration			18,405
Payment of P3 LLC's transaction costs			19,152
Total purchase consideration			$ 1,951,599

Business Combinations - Purch_2

Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 03, 2021
Assets Acquired:
Goodwill		$ 1,309,750	$ 1,278,453
P3 LLC
Assets Acquired:
Cash			5,301
Restricted Cash			54
Health plan receivables			47,733
Clinic fees and insurance receivables, net			426
Other receivables			1,881
Prepaid expenses and other current assets			939
Property and equipment	$ 7,875		7,875
Goodwill			1,278,453
Operating lease right of use assets			10,604
Total assets acquired			2,188,666
Liabilities assumed:
Accounts payable and accrued expenses			25,819
Accrued payroll			2,869
Health plan settlements payable			25,008
Claims payable			76,031
Premium deficiency reserve			11,559
Accrued interest			9,269
Current portion of long-term debt			301
Operating lease liability			6,211
Long-term debt, net of current portion			80,000
Total liabilities assumed			237,067
Net assets acquired			1,951,599
P3 LLC | Customer Relationships
Assets Acquired:
Definite lived intangible assets:			684,000
P3 LLC | Provider Network
Assets Acquired:
Definite lived intangible assets:			3,700
P3 LLC | Trademarks
Assets Acquired:
Definite lived intangible assets:			$ 147,700

Business Combinations - Propert

Business Combinations - Property and Equipment (Details) - P3 LLC - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 03, 2021
Business Combinations
Total property and equipment	$ 7,875	$ 7,875
Leasehold improvements
Business Combinations
Total property and equipment	1,537
Furniture & fixtures
Business Combinations
Total property and equipment	1,081
Computer equipment & software
Business Combinations
Total property and equipment	3,066
Medical equipment
Business Combinations
Total property and equipment	414
Software (development in process)
Business Combinations
Total property and equipment	$ 1,777

Business Combinations - Other A

Business Combinations - Other Acquisitions (Details) $ in Thousands		1 Months Ended	3 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) item	Dec. 02, 2021 USD ($) item	Dec. 31, 2022 USD ($)	Dec. 03, 2021 USD ($)
Business Combinations
Goodwill expected to be deductible for tax purposes						$ 3,800
Contingent consideration	$ 3,487	$ 3,487			$ 4,794
Cash consideration		47,879		$ 4,989	$ 5,500
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc
Business Combinations
Consideration for acquisition of equity interests	40,000
Goodwill expected to be deductible for tax purposes	8,100	8,100
Contingent consideration	3,500	$ 3,500
Cash consideration	$ 15,700
Medcore HP
Business Combinations
Ownership percentage	100%	100%
Omni IPA Medical Group, Inc.
Business Combinations
Ownership percentage	1%	1%
Medical practices
Business Combinations
Number of other medical practice acquired | item			2	3
Consideration for acquisition of equity interests			$ 5,500	$ 5,000

Business Combinations - Other_2

Business Combinations - Other Acquisitions Purchase Price Allocation (Details) - USD ($) $ in Thousands		1 Months Ended
	Dec. 03, 2021	Dec. 31, 2021	Dec. 02, 2021
Assets Acquired:
Goodwill	$ 1,278,453	$ 1,309,750
Liabilities assumed:
Goodwill expected to be deductible for tax purposes	$ 3,800
Useful life of acquired intangibles	10 years
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc
Assets Acquired:
Cash		20,547	$ 3
Restricted Cash		302
Health plan receivables		5,754
Clinic fees and insurance receivables, net		141
Other receivables		726
Prepaid expenses and other current assets		1,190
Property and equipment		113	6
Goodwill		31,298	2,934
Total assets acquired		67,471	4,989
Liabilities assumed:
Accounts payable		150
Accrued payroll		277
Health plan settlements payable		133
Claims payable		26,898
Total liabilities assumed		27,458
Net assets acquired		40,013	4,989
Goodwill expected to be deductible for tax purposes		$ 8,100
Useful life of acquired intangibles		10 years
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | Customer Relationships
Assets Acquired:
Definite lived intangible assets:			$ 2,046
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | Payor Contracts
Assets Acquired:
Definite lived intangible assets:		$ 4,700
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | Provider Network
Assets Acquired:
Definite lived intangible assets:		1,100
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | Trademarks
Assets Acquired:
Definite lived intangible assets:		900
Medcore Health Plan, Inc and Omni IPA Medical Group, Inc | Medical Licenses
Assets Acquired:
Indefinite lived intangible assets:		$ 700

Business Combinations - Pro For

Business Combinations - Pro Forma Financial Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Business Combinations
Total operating revenue	$ 793,447
Net loss	(259,282)
Net loss attributable to non-controlling interest	(214,167)
Net loss attributable to controlling interest	$ (45,115)

Fair Value Measurements and H_3

Fair Value Measurements and Hierarchy - Companys financial liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements and Hierarchy
Financial liabilities	$ 1,517	$ 11,383
Recurring | Public Warrants
Fair Value Measurements and Hierarchy
Financial liabilities	1,477	10,881
Recurring | Private Placement Warrants [Member]
Fair Value Measurements and Hierarchy
Financial liabilities	40	502
Recurring | Level 1 | Public Warrants
Fair Value Measurements and Hierarchy
Financial liabilities	1,477	10,881
Recurring | Level 3 | Private Placement Warrants [Member]
Fair Value Measurements and Hierarchy
Financial liabilities	$ 40	$ 502

Fair Value Measurements and H_4

Fair Value Measurements and Hierarchy - Option Pricing (Details) - Private Placement Warrants - Level 3	Dec. 31, 2022 $ / shares Y	Dec. 31, 2021 Y $ / shares
Volatility
Fair Value Measurements and Hierarchy
Warrants, measurement input	0.55	0.60
Risk-free interest rate
Fair Value Measurements and Hierarchy
Warrants, measurement input	0.0411	0.0126
Exercise price
Fair Value Measurements and Hierarchy
Warrants, measurement input | $ / shares	11.50	11.50
Expected term
Fair Value Measurements and Hierarchy
Warrants, measurement input | Y	3.9	4.9

Fair Value Measurements and H_5

Fair Value Measurements and Hierarchy - Level 3 Measurements (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements and Hierarchy
Gains on changes in fair value of warrants		$ (2,272)		$ 7,665	$ (9,865)
Private Placement Warrants | Level 3
Fair Value Measurements and Hierarchy
Beginning balance		13,981		6,316	502	$ 6,316
Beginning balance		793
Mark-to-market adjustment of stock warrants		(291)		7,665	(462)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Expenses.		Operating Expenses.			Operating Expenses.
Ending Balance	$ 13,981	$ 502	$ 502	$ 13,981	40	$ 502
Public Warrants
Fair Value Measurements and Hierarchy
Gains on changes in fair value of warrants					$ 9,400	$ 2,300

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Property and Equipment
Property and equipment, gross	$ 8,230		$ 11,460
Less: accumulated depreciation	(182)		(2,621)
Property and equipment, net	8,048		8,839
Depreciation of property and equipment recognized	200	$ 1,500	2,400
Leasehold improvements
Property and Equipment
Property and equipment, gross	1,537		1,810
Furniture & fixtures
Property and Equipment
Property and equipment, gross	1,108		1,262
Computer equipment & software
Property and Equipment
Property and equipment, gross	2,701		3,206
Medical equipment
Property and Equipment
Property and equipment, gross	414		1,067
Software (development in process)
Property and Equipment
Property and equipment, gross	2,433		3,460
Vehicles
Property and Equipment
Property and equipment, gross			618
Other
Property and Equipment
Property and equipment, gross	$ 37		$ 37

Goodwill - (Details)

Goodwill - (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2022	Dec. 03, 2021
Goodwill
Goodwill, gross	$ 1,309,750	$ 1,314,952		$ 1,314,952	$ 1,278,453
Accumulated goodwill impairment losses		(1,314,952)		(1,314,952)
Goodwill, net	1,309,750				$ 1,278,453
Acquisitions	31,297			5,202
Impairment losses	$ 0	$ (463,500)	$ (851,500)	$ (1,314,952)

Goodwill - Additional Informati

Goodwill - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2022
Goodwill
Impairment charges	$ 0	$ 463,500	$ 851,500	$ 1,314,952

Intangible Assets, Net - (Detai

Intangible Assets, Net - (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, Net
Definite lived intangible assets, Accumulated Amortization	$ (91,785)	$ (6,961)
Total, Gross Carrying Amount	842,835	842,800
Total, Net Carrying Amount	751,050	835,839
Medical Licenses
Intangible Assets, Net
Indefinite lived intangible assets, Gross Carrying Amount	700	700
Customer Relationships
Intangible Assets, Net
Definite lived intangible assets, Gross Carrying Amount	684,000	684,000
Definite lived intangible assets, Accumulated Amortization	(74,100)	(5,700)
Definite lived intangible assets, Net Carrying Amount	609,900	678,300
Trademarks
Intangible Assets, Net
Definite lived intangible assets, Gross Carrying Amount	148,635	148,600
Definite lived intangible assets, Accumulated Amortization	(16,704)	(1,230)
Definite lived intangible assets, Net Carrying Amount	131,931	147,370
Payor Contracts
Intangible Assets, Net
Definite lived intangible assets, Gross Carrying Amount	4,700	4,700
Definite lived intangible assets, Accumulated Amortization	(470)
Definite lived intangible assets, Net Carrying Amount	4,230	4,700
Provider Network
Intangible Assets, Net
Definite lived intangible assets, Gross Carrying Amount	4,800	4,800
Definite lived intangible assets, Accumulated Amortization	(511)	(31)
Definite lived intangible assets, Net Carrying Amount	$ 4,289	$ 4,769

Intangible Assets, Net - Amorti

Intangible Assets, Net - Amortization (Details) - USD ($) $ in Millions	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Anticipated amortization of intangible assets
Amortization of Intangible Assets	$ 7	$ 84.8
Estimated future amortization of intangible assets for the year 2023		84.6
Estimated future amortization of intangible assets for the year 2024		84.2
Estimated future amortization of intangible assets for the year 2025		84.2
Estimated future amortization of intangible assets for the year 2026		84.2
Estimated future amortization of intangible assets for the year 2027		$ 84.2

Notes Receivable, Net (Details)

Notes Receivable, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Notes Receivable, Net
Notes receivable, net	$ 3.5	$ 3.6
Notes receivable accrued interest	1	0.9
Notes receivable valuation allowances	0.7	0.5
Interest forgiven	$ 0.3	$ 0.1
Minimum
Notes Receivable, Net
Interest rates	5%
Maximum
Notes Receivable, Net
Interest rates	10%

Claims Payable (Details)

Claims Payable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Claims Payable.
Claims unpaid, beginning of period	$ 101,958	$ 76,031
Incurred, related to:
Current period	942,570	55,149
Prior period(s)	882	174
Total incurred	943,452	55,323
Paid, related to:
Current period	794,026	53,366
Prior period(s)	100,177	2,928
Total paid	894,203	56,294
Claims unpaid assumed in acquisitions		26,898
Claims unpaid, end of period	$ 151,207	$ 101,958

Debt - Table summary (Details)

Debt - Table summary (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt
Long-term debt, gross	$ 95,000	$ 80,046
Less: unamortized debt issuance costs and original issue discount	(579)
Long-term Debt	94,421	80,046
Less: current portion of long-term debt		(46)
Long-term debt, net	94,421	80,000
Repurchase Promissory Note
Debt
Long-term debt, gross	15,000	15,000
Term Loan Facility
Debt
Long-term debt, gross	65,000	65,000
Unsecured Promissory Note
Debt
Long-term debt, gross	$ 15,000
Other
Debt
Long-term debt, gross		$ 46

Debt - Paragraphs - Repurchase

Debt - Paragraphs - Repurchase Promissory Note (Details) - Repurchase Promissory Note - USD ($) $ in Millions	1 Months Ended
	Jun. 30, 2019	Dec. 31, 2022	Dec. 31, 2021
Debt
Debt face amount	$ 15
Paid in kind interest, percentage	11%
Exit fee	$ 0.6
Accrued interest		$ 9	$ 6.5

Debt - Term Loan Facility (Deta

Debt - Term Loan Facility (Details) - Term Loan Facility $ in Millions	1 Months Ended	12 Months Ended
	Nov. 30, 2020 USD ($) payment	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt
Funding provided	$ 100
Amount drawn					$ 65	$ 65
Percentage of pledged stock, Its subsidiaries and bank accounts	100%
Interest rate	12%
Paid in cash interest, percentage	8%
Interest payment term	3 years
Number of payments | payment	12
Accrued interest					5	$ 2.3
Minimum liquidity	$ 5
Minimum annual revenue		$ 650	$ 585	$ 525	$ 460
Partially paid in kind interest, percentage	4%

Debt - Unsecured Promissory Not

Debt - Unsecured Promissory Notey (Details) - Unsecured Promissory Note $ / shares in Units, $ in Millions	1 Months Ended
	Dec. 31, 2022 USD ($) item $ / shares shares
Debt
Warrant issued for securities | shares	429,180
Exercise price (in $ per share) | $ / shares	$ 4.26
Funding provided	$ 40
Number of tranches in which face amount available to draw | item	3
Percentage of upfront-fee	1.50%
Amount drawn	$ 15
Original issue discount	0.2
Debt issuance costs	0.9
Deferred debt issuance costs	$ 0.6
Interest rate	14%
Paid in kind interest, percentage	6%
Paid in cash interest, percentage	8%
Accrued interest	$ 0.1
Minimum amount of prepayment at increment	$ 2
If paid from March 1, 2023 through June 30, 2023
Debt
Percentage of back-end fee	4.50%
If paid from July 1, 2023 through December 31, 2023
Debt
Percentage of back-end fee	6.75%
If paid on January 1, 2024 or later
Debt
Percentage of back-end fee	9%
First tranche
Debt
Funding provided	$ 15
Second tranche
Debt
Funding provided	15
Third tranche
Debt
Funding provided	$ 10

Debt - Maturity (Details)

Debt - Maturity (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Principal
Principal- 2025	$ 65,000
Principal- 2026	30,000
Total	95,000	$ 80,046
Less: unamortized debt issuance costs and original issue discount	(579)
Long-term Debt	$ 94,421	$ 80,046

Debt - Short-Term Debt (Details

Debt - Short-Term Debt (Details) - Short term financing agreements $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Short-term Debt [Line Items]
Debt face amount	$ 3.7
Weighted average interest rate	2.60%
Minimum
Short-term Debt [Line Items]
Debt Instrument, Term	9 months
Maximum
Short-term Debt [Line Items]
Debt Instrument, Term	10 months

Income Taxes- Components of Los

Income Taxes- Components of Loss Before Taxes (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Income Taxes
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Domestic	$ (57,938)	$ (146,400)	$ (1,559,695)
Total	$ (57,938)	$ (146,400)	$ (1,559,695)

Income Taxes- Components of inc

Income Taxes- Components of income tax expense (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Income Taxes
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Current income taxes:
Federal			$ 111
State			1,751
Total current income taxes			1,862
Deferred income taxes:
Total income tax expense			$ 1,862

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of income tax provision (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Income Taxes
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Tax at federal statutory rate	$ (12,166)	$ (30,744)	$ (327,536)
Non-controlling interest and nontaxable income	8,359	$ 30,744	260,020
Change in valuation allowance	2,832		33,961
Investment in P3 LLC	1,550		35,147
Other reconciling items	$ (575)		270
Total income tax expense			$ 1,862
Effective tax rate			(0.10%)

Income Taxes - Deferred income

Income Taxes - Deferred income taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 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	$ 0	$ 0

Income Taxes - Paragraphs (Deta

Income Taxes - Paragraphs (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 03, 2021	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Net operating loss carryforwards		$ 31,400
Maximum percentage of utilization of net operating loss carryforwards of taxable income		80%
Tax benefit		$ 1,862
Tax Receivable Agreement with Selling Equity Holders of P3 LLC
Income Taxes
Percentage of estimated future tax benefits that may realize	85%	85%
Retained percentage of cash savings	15%
P3 LLC
Income Taxes
TRA liability		$ 0	$ 0
P3 LLC | Tax Receivable Agreement with Selling Equity Holders of P3 LLC
Income Taxes
TRA liability		4,600	$ 4,600
Tax benefit		$ 0

Capitalization (Details)

Capitalization (Details)	12 Months Ended
	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Capitalization
Preferred stock, shares authorized	10,000,000
Preferred stock, par value | $ / shares	$ 0.0001
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Class A common stock
Capitalization
Common stock shares authorized	800,000,000	800,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Number of voting rights per share | Vote	1
Class V common stock
Capitalization
Common stock shares authorized	205,000,000	205,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Number of voting rights per share | Vote	1

Equity-Based Compensation - Pre

Equity-Based Compensation - Predecessor Equity Plan (Details) $ in Millions			11 Months Ended	12 Months Ended
	Dec. 02, 2022 shares	Dec. 03, 2021 item shares	Dec. 02, 2021 USD ($)	Dec. 31, 2022 USD ($)
Equity-Based Compensation
Acceleration of equity-based compensation cost | $			$ 2.4
Class C Preferred Units
Equity-Based Compensation
Number of shares authorized | shares	6,845,297
Unvested incentive units vesting accelerated | shares		4,319,964
Management Incentive Plan
Equity-Based Compensation
Number of executive officers | item		2
Fair value attributable to post-combination services | $				$ 24
Management Incentive Plan | Class C Preferred Units
Equity-Based Compensation
Shares issued | shares	5,235,833
Management Incentive Plan | Class C Preferred Units | Minimum
Equity-Based Compensation
Vesting period				4 years
Management Incentive Plan | Class C Preferred Units | Maximum
Equity-Based Compensation
Vesting period				5 years
Management Incentive Plan | Time Based Profits Interest Awards
Equity-Based Compensation
Fair value of the unvested profits interest attributable to pre-combination services | $				$ 26.3

Equity-Based Compensation - Suc

Equity-Based Compensation - Successor Awards (Details) - Management Incentive Plan	12 Months Ended
	Dec. 31, 2022 shares
Equity-Based Compensation
Unvested incentive units converted to common units	587,500
Common Unit award
Equity-Based Compensation
Common unit issued	5,471,400

Equity-Based Compensation - Com

Equity-Based Compensation - Common Units activity (Details) - Common Unit award - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Equity-Based Compensation
Fair value of awards vested	$ 0	$ 17.6
Unrecognized equity-based compensation cost		$ 1.1
Weighted-average period to recognize unrecognized compensation expense		11 months 12 days
Weighted Average Grant-Date Fair Value
Non-vested, beginning balance (in US$ per share)		$ 9.20
Granted (in US$ per share)	$ 9.20
Vested (in US$ per share)		9.20
Forfeited (in US$ per share)		9.20
Non-vested, ending balance (in US$ per share)	$ 9.20	$ 9.20
Number of Stock Options
Non-vested, beginning balance (in shares)		5,471
Vested (in shares)		(5,038)
Forfeited (in shares)		(53)
Non-vested, ending balance (in shares)	5,471	380
Minimum
Equity-Based Compensation
Vesting period		1 month
Maximum
Equity-Based Compensation
Vesting period		2 years

Equity-Based Compensation - 202

Equity-Based Compensation - 2021 Plan (Details) - 2021 Plan shares in Millions	12 Months Ended
	Dec. 31, 2021 shares
Equity-Based Compensation
Aggregate number of shares reserved and available for issuance	14.6
Annual increase, as percent of outstanding shares	1%
Ratio of common units owned to Class A common stock to be maintained by P3 LLC	1
Stock options
Equity-Based Compensation
Option term	10 years

Equity-Based Compensation - Opt

Equity-Based Compensation - Options (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Time-based stock option
Number of Stock Options
Granted (in shares)		3,589,000
Forfeited (in shares)		(187,000)
Outstanding, ending (in shares)		3,402,000
Fully vested and expected to vest (in shares)		3,402,000
Exercisable (in shares)		117,000
Weighted Average Exercise Price
Granted (in US$ per share)		$ 5.57
Forfeited (in US$ per share)		5.02
Outstanding, ending (in US$ per share)		5.60
Fully vested and expected to vest (in US$ per share)		5.60
Exercisable (in US$ per share)		$ 5.02
Weighted Aggregate Contractual Life (in years)
Outstanding and non-vested		9 years 7 months 13 days
Fully vested and expected to vest		9 years 7 months 13 days
Exercisable		9 years 2 months 19 days
Performance-based stock option
Number of Stock Options
Granted (in shares)	0	1,500,000
Outstanding, ending (in shares)		1,500,000
Fully vested and expected to vest (in shares)		1,500,000
Weighted Average Exercise Price
Granted (in US$ per share)		$ 4.95
Outstanding, ending (in US$ per share)		4.95
Fully vested and expected to vest (in US$ per share)		$ 4.95
Weighted Aggregate Contractual Life (in years)
Outstanding and non-vested		9 years 9 months 29 days
Fully vested and expected to vest		9 years 9 months 29 days
Number of options for which vesting criteria not achieved		$ 100,000
Compensation expense		$ 0
Exercised (in shares)	0
Vested (in shares)	0

Equity-Based Compensation - Sto

Equity-Based Compensation - Stock option valuation assumptions (Details) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Stock options
Equity-Based Compensation
Expected volatility	51%
Risk-free interest rate	3.20%
Expected term (in years)	7 years 3 months 10 days
Dividend rate	0%
Time-based stock option
Equity-Based Compensation
Unrecognized equity-based compensation cost	$ 7.2
Weighted-average period to recognize unrecognized compensation expense	3 years 7 months 28 days
Time-based stock option | Minimum
Equity-Based Compensation
Vesting period	2 years
Time-based stock option | Maximum
Equity-Based Compensation
Vesting period	5 years
Performance-based stock option
Equity-Based Compensation
Unrecognized equity-based compensation cost	$ 5.3
Weighted-average period to recognize unrecognized compensation expense	9 years 9 months 29 days

Equity-Based Compensation - C_2

Equity-Based Compensation - Compensation Expense (Details) - USD ($)	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Equity-Based Compensation
Tax benefits recognized related to stock-based compensation	$ 0	$ 0	$ 0
General and Administrative Expenses
Equity-Based Compensation
Compensation expense	$ 4,600,000	$ 3,500,000	$ 19,400,000

Loss per Share - Computation of

Loss per Share - Computation of net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Loss per Share
Net loss attributable to Class A common stockholders - basic	$ (10,081)	$ (270,127)
Net loss attributable to Class A common stockholders - diluted	$ (10,081)	$ (270,127)
Weighted average Class A common shares outstanding - basic	41,579	41,579
Weighted average Class A common shares outstanding - diluted	41,579	41,579
Loss per share attributable to Class A common stockholders - basic	$ (0.24)	$ (6.50)
Loss per share attributable to Class A common stockholders - diluted	$ (0.24)	$ (6.50)

Loss per Share - Antidilutive s

Loss per Share - Antidilutive securities (Details) - shares	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Loss per Share
Anti-dilutive securities	212,844	216,622
Stock warrants
Loss per Share
Anti-dilutive securities	10,819	11,248
Stock options
Loss per Share
Anti-dilutive securities		3,402
Shares of Class V common stock
Loss per Share
Anti-dilutive securities	202,025	201,972

Leases (Details)

Leases (Details) $ in Millions	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 02, 2021 USD ($)	Dec. 31, 2022 USD ($) Option
Leases
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Operating lease, right of use assets | $	$ 7		$ 11.7
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Assets, Noncurrent		Assets, Noncurrent
Operating expenses
Leases
Operating Lease Costs | $	$ 0.3	$ 2.3	$ 3.1
Real estate on lease | Minimum
Leases
Number of options to renew | Option			1
Extension term of lease			5 years
Real estate on lease | Maximum
Leases
Number of options to renew | Option			2
Extension term of lease			10 years

Leases - Lease Terms And Discou

Leases - Lease Terms And Discount Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases
Weighted Average Remaining Lease Term (Years)	6 years 2 months 19 days	5 years 3 days
Weighted Average Discount Rate	11.70%	11.10%

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases
2023	$ 1,082
2024	3,212
2025	3,382
2026	2,836
2027	2,599
Thereafter	6,539
Total undiscounted future cash flows	19,650
Less: Interest	(6,860)
Present value of operating lease liabilities	$ 12,790

Leases - Current Portions Of RO

Leases - Current Portions Of ROU Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Leases
Right-of-use liabilities	$ 1.6	$ 2.1
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued Expenses and Other Current Liabilities, Current	Accrued Expenses and Other Current Liabilities, Current

Leases - Supplemental Cash Flow

Leases - Supplemental Cash Flows And Other Information (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Leases
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Operating Cash Flows Paid for Operating Leases	$ 255	$ 2,256	$ 3,339
Lease commitment			19,650
Office space lease
Leases
Lease commitment			$ 600
Lease term			5 years

Retirement Plan (Details)

Retirement Plan (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Retirement Plan
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Employer contribution	$ 0	$ 0	$ 800

Redeemable Non-Controlling In_3

Redeemable Non-Controlling Interests - (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Redeemable Non-Controlling Interests.
Re-measurement adjustment recorded against fair value of redeemable noncontrolling interest		$ 0	$ 0
P3 Health Group, LLC
Redeemable Non-Controlling Interests.
Common units	238,132,413	243,170,902	238,132,413
Ownership %	100%	100%	100%
Trading period of shares to determine air value of non-controlling interest		5 days
Common Unit exchange or redemption	0
P3 Health Partners Inc. | P3 Health Group, LLC
Redeemable Non-Controlling Interests.
Common units	41,578,890	41,578,890	41,578,890
Ownership %	17.50%	17.10%	17.50%
Non-controlling Interest Holders&rsquo | P3 Health Group, LLC
Redeemable Non-Controlling Interests.
Common units	196,553,523	201,592,012	196,553,523
Ownership %	82.50%	82.90%	82.50%
Non-controlling Interest Holders&rsquo | P3 Health Partners Inc. | Class V common
Redeemable Non-Controlling Interests.
Ownership %		83%

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 02, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) agreement
Commitments and Contingencies
Number of health plans results in renegotiation | agreement				1
Operating Expenses	$ 117,650	$ 707,660	$ 2,610,384
Percentage of total revenues recurring			99%
Renegotiation of Health Plan Agreement
Commitments and Contingencies
Reduction in operating revenue		3,600	$ 3,600
Operating Expenses		$ 7,000	3,100
Settlement amount	$ 11,700		$ 5,000	$ 11,700

Related Parties - Atrio Health

Related Parties - Atrio Health Plans (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Related Parties
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Atrio | Capitated revenue
Related Parties
Transaction amount	$ 11,483	$ 142,905	$ 158,941
Atrio | Other patient service revenue
Related Parties
Transaction amount	181	2,022	2,286
Atrio | Medical expenses
Related Parties
Transaction amount	14,684	$ 146,216	178,300
Atrio | Health plans
Related Parties
Receivables	4,696		177
Payables			2,536
Atrio | Claims
Related Parties
Payables	$ 16,349		$ 27,838

Related Parties - Unsecured Pro

Related Parties - Unsecured Promissory Note (Details) - VGS $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) director
Related Parties
The number of board directors holding equity in a related party | director	2
Unsecured Promissory Note, Related Party
Related Parties
Interest expense, net	$ 105
Long-term debt, net	14,421
Accrued interest	105
Accrued expenses	$ 225

Variable Interest Entities - As

Variable Interest Entities - Assets and liabilities (Details) - USD ($) $ in Thousands		Dec. 31, 2022	Dec. 31, 2021	Dec. 03, 2021	Dec. 02, 2021	Dec. 31, 2020
ASSETS
Cash		$ 17,537	$ 140,478		$ 5,301
Clinic fees and insurance receivable, net		822	1,090
Prepaid expenses and other current assets		2,643	6,959
Property and equipment, net		8,839	8,048
Goodwill			1,309,750	$ 1,278,453
TOTAL ASSETS	[1]	876,571	2,364,109
LIABILITIES AND MEMBERS' DEFICIT
Accounts payable		11,542	5,469
Accrued expenses and other current liabilities		16,647	12,261
Accrued payroll		8,224	6,304
TOTAL LIABILITIES	[1]	353,912	299,940
MEMBERS' DEFICIT		5,854	273,552		$ (272,917)	$ (130,218)
TOTAL LIABILITIES AND MEMBERS' DEFICIT		$ 876,571	2,364,109
Prime rate
Variable Interest Entity
Advances interest rate spread (as a percent)		2%
VIE
ASSETS
Cash		$ 1,759	7,570
Clinic fees and insurance receivable, net		323	61
Prepaid expenses and other current assets		121	407
Other Receivable		855
Property and equipment, net		44	36
Goodwill		0	0
Due from consolidated entities of P3		3,012
Investment in Other P3 Entities			6,000
TOTAL ASSETS		6,114	14,074
LIABILITIES AND MEMBERS' DEFICIT
Accounts payable		7,800	4,779
Accrued expenses and other current liabilities		262	26
Accrued payroll		1,885	1,303
Due to Consolidated Entities of P3		36,025	24,111
TOTAL LIABILITIES		45,972	30,219
MEMBERS' DEFICIT		(39,858)	(16,145)
TOTAL LIABILITIES AND MEMBERS' DEFICIT		$ 6,114	$ 14,074
[1] The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 23: Variable Interest Entities, P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $3.1 million and $8.1 million as of December 31, 2022 and 2021, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $9.9 million and $6.1 million as of December 31, 2022 and 2021, respectively. These VIE assets and liabilities do not include $33.0 million of net amounts due to affiliates as of December 31, 2022 and $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 as these are eliminated in consolidation and not presented within the consolidated balance sheets.

Variable Interest Entities - Op

Variable Interest Entities - Operating Performance (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2022
Variable Interest Entity
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Revenue	$ 58,762	$ 578,602	$ 1,049,471
Expenses	117,650	707,660	2,610,384
Net loss	(57,938)	(146,400)	(1,561,557)
VIE
Variable Interest Entity
Revenue	844	7,580	55,237
Expenses	1,203	12,293	69,638
Net loss	$ (359)	$ (4,713)	$ (14,401)

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) shares	Dec. 02, 2021 USD ($) shares	Dec. 31, 2022 USD ($) D $ / shares shares
Warrants
Financial designation, predecessor and successor	Successor	Predecessor	Successor
Warrants outstanding (shares) | shares	10,819,105		11,248,285
Gain (loss) from change in fair value of warrant liability | $	$ (2,272)	$ 7,665	$ (9,865)
Public and Private Placement Warrants | Class A common
Warrants
Number of shares issuable per warrant | shares			1
Exercise price (in $ per share) | $ / shares			$ 11.50
Expected term of warrants			5 years
Threshold share price | $ / shares			$ 18
Threshold trading days | D			20
Trading period of shares equal or over $18.00 for 20-days			30 days
Warrants outstanding | $	11,400		$ 1,500
Gain (loss) from change in fair value of warrant liability | $	$ 2,300	$ 7,700	$ 9,900
Number of warrants exercised | shares	0	0	0

Warrents - VGS Warrants (Detail

Warrents - VGS Warrants (Details) - VGS - Unsecured Promissory Note - VGS Warrant Agreement - Class A common stock $ / shares in Units, $ in Millions	Dec. 31, 2022 USD ($) $ / shares shares
Warrants
Warrants to purchase common stock | shares	429,180
Exercise price (in $ per share) | $ / shares	$ 4.26
Voting power disposed percentage	50%
Warrants fair value | $	$ 0.6

Warrents - Key Level 3 inputs i

Warrents - Key Level 3 inputs into the option pricing model related toVGS Warrants (Details) - VGS Warrant Agreement - Level 3	Dec. 31, 2022 Y $ / shares
Volatility
Warrants
Warrants, measurement input	0.49
Risk-free interest rate
Warrants
Warrants, measurement input	0.0380
Exercise price
Warrants
Warrants, measurement input | $ / shares	4.26
Expected term
Warrants
Warrants, measurement input | Y	5

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions	Mar. 30, 2023	Mar. 31, 2023	Jan. 31, 2023
Securities Purchase Agreement
Subsequent Events
Number of units to be issued	79,900,000
Number of warrants in a unit	0.75
Securities Purchase Agreement | Class A common stock
Subsequent Events
Number of shares in a unit	1
Number of shares issuable per warrant	1
Exercise price	$ 1.13
Aggregate number of shares agreed to sell	69,200,000
Warrants to purchase common stock	59,900,000
Securities Purchase Agreement | Private Placement
Subsequent Events
Aggregate gross proceeds	$ 89.5
Securities Purchase Agreement | Pre-funded warrants | Class A common stock
Subsequent Events
Warrants to purchase common stock	10,800,000
Unsecured Promissory Note
Subsequent Events
Amount borrowed		$ 12.9	$ 12.9
Institutional investors | Securities Purchase Agreement
Subsequent Events
Purchase price per unit	$ 1.12
Employees and consultants | Securities Purchase Agreement
Subsequent Events
Purchase price per unit	$ 1.19

CONSOLIDATED BALANCE SHEETS_2

CONSOLIDATED BALANCE SHEETS - USD ($)		Dec. 31, 2022	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2020
Current Assets
Unrestricted		$ 17,537,000	$ 140,478,000	$ 5,301,000
TOTAL CURRENT ASSETS		100,692,000	199,861,000
TOTAL ASSETS	[1]	876,571,000	2,364,109,000
Current liabilities
TOTAL CURRENT LIABILITIES		241,664,000	198,773,000
TOTAL LIABILITIES	[1]	353,912,000	299,940,000
Commitments (Note 6)
Stockholders' (Deficit) Equity
Additional paid-in capital		315,375,000	312,946,000
Accumulated deficit		(309,545,000)	(39,418,000)
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY		876,571,000	2,364,109,000
Foresight Acquisition Corp
Current Assets
Unrestricted				100,935	$ 179,512
Prepaid expenses				355,188
TOTAL CURRENT ASSETS				456,123	179,512
Deferred offering costs					215,448
Cash and securities held in Trust Account				316,267,136
TOTAL ASSETS				316,723,259	394,960
Current liabilities
Accrued expenses				21,284,300	2,286
Accrued offering costs				15,450	94,960
Advance from related parties				150,000
Promissory note - related party					275,000
TOTAL CURRENT LIABILITIES				21,449,750	372,246
Warrant liabilities				13,213,259
TOTAL LIABILITIES				34,663,009	372,246
Commitments (Note 6)
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Additional paid-in capital					24,209
Accumulated deficit				(34,190,624)	(2,286)
Total Stockholders' (Deficit) Equity				(34,189,750)	22,714
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY				316,723,259	394,960
Class A common
Stockholders' (Deficit) Equity
Common stock		$ 4,000	$ 4,000
Class A common | Foresight Acquisition Corp
Stockholders' (Deficit) Equity
Common stock				874
Class A Common Stock subject to possible redemption | Foresight Acquisition Corp
Current liabilities
Class A common stock subject to possible redemption, 31,625,000 and no shares at redemption value as of December 2, 2021 and December 31, 2020, respectively				$ 316,250,000
Common Class B | Foresight Acquisition Corp
Stockholders' (Deficit) Equity
Common stock					$ 791
[1] The Company’s consolidated balance sheets include the assets and liabilities of its consolidated variable interest entities (“VIEs”). As discussed in Note 23: Variable Interest Entities, P3 LLC is itself a VIE. P3 LLC represents substantially all the assets and liabilities of the Company. As a result, the language and numbers below refer only to VIEs held at the P3 LLC level. The consolidated balance sheets include total assets that can be used only to settle obligations of P3 LLC’s consolidated VIEs totaling $3.1 million and $8.1 million as of December 31, 2022 and 2021, respectively, and total liabilities of P3 LLC’s consolidated VIEs for which creditors do not have recourse to the general credit of the Company totaled $9.9 million and $6.1 million as of December 31, 2022 and 2021, respectively. These VIE assets and liabilities do not include $33.0 million of net amounts due to affiliates as of December 31, 2022 and $6.0 million of investment in affiliates and $24.1 million of amounts due to affiliates as of December 31, 2021 as these are eliminated in consolidation and not presented within the consolidated balance sheets.

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.0001
Preferred stock authorized	10,000,000
Preferred stock issued	0
Preferred stock outstanding	0
Foresight Acquisition Corp
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock authorized			1,000,000	1,000,000
Preferred stock issued			0	0
Preferred stock outstanding			0	0
Class A common
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	800,000,000	800,000,000
Common stock shares issued	41,578,890	41,578,890
Common stock shares outstanding	41,578,890	41,578,890
Class A common | Foresight Acquisition Corp
Temporary equity shares outstanding			31,625,000	0
Common stock par or stated value per share			$ 0.0001	$ 0.0001
Common stock shares authorized			200,000,000	200,000,000
Common stock shares issued			832,500	7,906,250
Common stock shares outstanding			832,500	7,906,250
Class A Common Stock subject to possible redemption | Foresight Acquisition Corp
Temporary equity shares outstanding			31,625,000	0
Class A common stock not subject to possible redemption | Foresight Acquisition Corp
Common stock shares issued			8,738,750	8,738,750
Common stock shares outstanding			8,738,750	8,738,750
Common Class B | Foresight Acquisition Corp
Common stock par or stated value per share			$ 0.0001	$ 0.0001
Common stock shares authorized			20,000,000	20,000,000
Common stock shares issued			7,906,250	7,906,250
Common stock shares outstanding			7,906,250	7,906,250

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	4 Months Ended	11 Months Ended
	Dec. 31, 2020	Dec. 02, 2021
General and administrative expenses		$ 100,243,000
OPERATING LOSS		(129,058,000)
Other income (expense):
Change in fair value of warrant liabilities		(7,665,000)
TOTAL OTHER INCOME (EXPENSE)		(17,342,000)
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS		(146,400,000)
Foresight Acquisition Corp
General and administrative expenses	$ 2,286	22,747,817
OPERATING LOSS	(2,286)	(22,747,817)
Other income (expense):
Interest income		24
Interest earned on marketable securities held in Trust Account		17,136
Change in fair value of warrant liabilities		(2,074,467)
TOTAL OTHER INCOME (EXPENSE)		2,057,307
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	(2,286)	(24,805,124)
Class A common | Foresight Acquisition Corp
Other income (expense):
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS		$ (24,805,124)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)		29,692,013
Weighted average Class A common shares outstanding - diluted		29,692,013
Loss per share attributable to Class A common stockholders - basic		$ (0.84)
NET LOSS PER SHARE (DILUTED)		$ (0.84)
Common Class B | Foresight Acquisition Corp
Other income (expense):
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	$ (2,286)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)	6,875,000
Weighted average Class A common shares outstanding - diluted	6,875,000
Loss per share attributable to Class A common stockholders - basic	$ 0
NET LOSS PER SHARE (DILUTED)	$ 0

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Class B Common Stock Foresight Acquisition Corp	Common Class B Foresight Acquisition Corp	Class A Common Stock subject to possible redemption Common Stock Foresight Acquisition Corp	Additional Paid-in Capital Foresight Acquisition Corp	Accumulated Deficit Foresight Acquisition Corp	Private Placement Foresight Acquisition Corp	Foresight Acquisition Corp	Total
Beginning balance at Aug. 19, 2020	$ 0		$ 0	$ 0	$ 0		$ 0
STOCKHOLDERS' EQUITY (in shares) at Aug. 19, 2020	0		0
Issuance of Class B common stock to Sponsor	$ 791			24,209			25,000
Issuance of Class B common stock to Sponsor (in shares)	7,906,250
Net loss		$ (2,286)			(2,286)		(2,286)
Ending balance at Dec. 31, 2020	$ 791			24,209	(2,286)		22,714
STOCKHOLDERS' EQUITY (in shares) at Dec. 31, 2020	7,906,250
Accretion for Class A ordinary shares to redemption amount				(8,068,251)	(9,383,214)		(17,451,465)
Sale of 832,500 Private Placement Units,Net			$ 83	$ 8,044,042			8,044,125
Sale of 832,500 Private Placement Units, Net (Shares)			832,500			832,500
October 4, 2021 Class B conversion	$ (791)		$ 791
October 4, 2021 Class B conversion (in shares)	(7,906,250)		7,906,250
Net loss					(24,805,124)		(24,805,124)	$ (146,400,000)
Ending balance at Dec. 02, 2021			$ 874		$ (34,190,624)		$ (34,189,750)
STOCKHOLDERS' EQUITY (in shares) at Dec. 02, 2021			8,738,750
Net loss								(10,081,000)
Net loss								$ (270,127,000)

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	11 Months Ended
	Dec. 02, 2021 shares
Private Placement | Foresight Acquisition Corp
Sale of 832,500 Private Placement Units, Net (Shares)	832,500

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	1 Months Ended	4 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 02, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS	$ (10,081,000)		$ (146,400,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain (loss) from change in fair value of warrant liability	(2,272,000)		7,665,000
Changes in operating assets and liabilities:
Prepaid expenses	(4,704,000)		4,254,000
Accounts payable and accrued expenses	7,732,000		34,224,000
Net cash used in operating activities	(15,342,000)		(51,129,000)
Cash Flows from Investing Activities:
Net cash used in investing activities	(47,856,000)		(8,209,000)
Cash Flows from Financing Activities:
Net cash provided by financing activities	198,677,000		24,790,000
Cash and restricted cash at beginning of period	5,355,000		39,903,000	$ 39,903,000
Cash and restricted cash at end of period	140,834,000	$ 39,903,000	5,355,000	140,834,000
Foresight Acquisition Corp
Cash Flows from Operating Activities:
NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS		(2,286)	(24,805,124)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account			(17,136)
Gain (loss) from change in fair value of warrant liability			2,074,467
Transaction costs incurred in connection with IPO			234,419
Changes in operating assets and liabilities:
Prepaid expenses			(355,188)
Accounts payable and accrued expenses		2,286	21,282,014
Net cash used in operating activities			(1,586,548)
Cash Flows from Investing Activities:
Investment of cash into trust Account			(316,250,000)
Net cash used in investing activities			(316,250,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid			309,924,999
Proceeds from sale of Private Placements Warrants			8,325,000
Proceeds from convertible promissory note - related party		275,000
Advances from related party			150,000
Repayment of convertible promissory note - related party			(275,000)
Payment of offering costs		(120,488)	(367,028)
Net cash provided by financing activities		179,512	317,757,971
Net (Decrease) Increase in Cash		179,512	(78,577)
Cash and restricted cash at beginning of period	$ 100,935		179,512	$ 179,512
Cash and restricted cash at end of period		179,512	100,935
Non-cash investing and financing activities:
Offering costs included in accrued offering cost		$ 94,960	15,450
Initial classification of Class A common stock subject to possible redemption			$ 316,250,000

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 —  DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS P3 Health Partners Inc. (f/k/a Foresight Acquisition Corp.) (the “Company”) was incorporated in Delaware on August 20, 2020. The Company was 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 (the “Business Combination”). The Company has three non-operating, wholly-owned subsidiaries, which were formed to facilitate the merger with P3 Health Group Holdings (see below), FAC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), FAC-A Merger Sub Corp., a Delaware corporation (“Merger Corp-A”), and FAC-B Merger Sub Corp., a Delaware corporation (“Merger Corp-B” and, together with Merger Corp-A, the “Merger Corps” and each, a “Merger Corp”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On December 3, 2021 (the “Closing Date”), the Company consummated the previously announced business combinations (the “Business Combinations”) pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021 (as amended, the “Merger Agreement”), by and among P3 Health Group Holdings (“P3”), and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021 (as amended, the “Transaction and Combination Agreement” and together with the Merger Agreement, the “Transaction Agreements”), by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, a Delaware limited liability company (“Blocker-A”), CPF P3 Blocker-B, LLC, a Delaware limited liability company (“Blocker-B” and, together with Blocker-A, the “Blockers” and each, a “Blocker”), CPF P3 Splitter, LLC, a Delaware limited liability company (“Splitter”), Chicago Pacific Founders Fund-A, L.P., a Delaware limited partnership (“Blocker A Seller”), and Chicago Pacific Founders Fund-B, L.P., a Delaware limited partnership (“Blocker B Seller” and, together with Blocker A Seller, the “Blocker Sellers” and each, a “Blocker Seller”), pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub (the “P3 Merger”), with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC (“P3 LLC”), and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company (collectively, the “Business Combinations”). Upon completion of the Business Combinations (the “Closing”), the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. PIPE Investment On December 3, 2021, certain investors (the “Subscribers”) purchased from the Company an aggregate of 20,370,307 shares of Class A Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $203.7 million, pursuant to separate subscription agreements (the “Subscription Agreements”) entered into effective as of May 25, 2021, as amended by the Consent and Amendment to Subscription Agreement, entered into on November 19, 2021. Pursuant to the Subscription Agreements, the Company gave certain registration rights to the Subscribers with respect to the PIPE Shares. The sale of PIPE Shares was consummated concurrently with the Closing. In connection with the Closing, the Company also issued (i) 8,732,517 shares of Class A Common Stock to the Blocker Sellers (including 723,291 shares of Class A Common Stock held by the escrow agent) pursuant to the Transaction and Combination Agreement, and (ii) 202,024,923 shares of Class V Common Stock to the P3 Sellers other than the Blocker Sellers (including 17,923,782 shares of Class V Common Stock held by the escrow agent), pursuant to the Merger Agreement. Business Prior to the Business Combination As of December 2, 2021, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 2, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2021. On February 12, 2021, the Company consummated the Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is described in Note 3. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one-for-one basis at the direction of the holders. The transfer restrictions and agreement to waive redemption rights and rights to liquidating distributions apply to the shares of Class A Common Stock received upon conversion of the Class B Common Stock. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 832,500 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to Foresight Sponsor Group, LLC (the “Sponsor”) and FA Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) ( “FA Co-Investment” and, together with the Sponsor, the “Sponsors”) generating gross proceeds of $8,325,000, which is described in Note 4. Transaction costs amounted to $6,827,967, consisting of $6,325,000 of underwriting fees, and $502,967 of other offering costs. Following the closing of the Initial Public Offering on February 12, 2021, an amount of $316,250,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. Liquidity and Going Concern As of December 2, 2021, the Company had $100,935 in its operating bank accounts, $316,267,136 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $20,793,627, which excludes franchise taxes payable of $200,000. On August 19, 2021, the sponsor committed to provide up to $300,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans, if issued, will be non-interest bearing, unsecured and will be repaid upon the consummation of an initial business combination. If the Company had not consummated the initial business combination, all amounts loaned to the Company would have been forgiven except to the extent the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The loans will follow the same structure as the $300,000 working capital loans as described above. The total commitment provided by the Sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, traveling to and from the offices, plants or similar location of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and completing a Business Combination, which was the Business Combination with P3. The Company completed its Business Combination with P3 on December 3, 2021. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that its future capital requirements will depend on many factors, including its rate of growth, ability to manage costs and its ability to raise additional capital when needed. There can be no assurance that such financing will be available on commercially acceptable terms. If the Company is unable to obtain additional funding when needed, it will have to curtail it activities and reduce costs. As a result of these matters, substantial doubt exists about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The accompanying financial statements do not include any adjustment that might result from the outcome of these uncertainties. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		Note 3: Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company. All intercompany accounts and transactions have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. See Note 23 “Variable Interest Entities.” As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a noncontrolling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 23 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): ● Kahan, Wakefield, Abdou, PLLC ● Bacchus, Wakefield, Kahan, PC ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.) As a result of the Business Combinations, P3 LLC has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements and notes to consolidated financial statements of P3 LLC are presented herein as “Predecessor” for the period prior to the Closing Date (the “Predecessor Period”) and the consolidated financial statements and notes to consolidated financial statements of the Company are presented herein as “Successor” for the period after the Closing Date (the “Successor Period”), which include the consolidated operations of P3 LLC. The accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. Comprehensive Loss Comprehensive loss includes net loss to common stockholders as well as other changes in equity that result from transactions and economic events other than those with stockholders. There was no difference between comprehensive loss and net loss to common stockholders for the periods presented. Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of COVID-19. See Note 21 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangible assets and goodwill), fair value of acquired assets and liabilities in business combinations, fair value of liability classified instruments, and judgments related to deferred income taxes. Actual results could differ from those estimates. Commitments and Contingencies An accrual is established for commitments and contingencies when management, after considering the facts and circumstances of each matter as then known to management, has determined a specific contingency is probable and estimable. The Company also faces contingencies that are reasonably possible to occur that cannot currently be estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. The Company expenses costs associated with loss contingencies, including any related legal fees, as they are incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company does not recognize potential gains until realized. Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of public warrants, private placement warrants, stock options, and Common Units convertible into shares of Class A common stock during the period by applying the treasury stock method or if-converted method, as applicable. Net loss per member unit has not been presented for Predecessor Period as the Company’s management determined it would not be meaningful to the users of these consolidated financial statements. Cash and Restricted Cash Cash includes all cash and liquid investments with an initial maturity of three months or less. Cash deposits held in accounts at each financial institution are insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC”). The Company maintains its cash in bank deposit accounts that, at times, may exceed FDIC insured limits. Management does not expect any losses to occur on such accounts. At December 31, 2022 and 2021, the Company had cash of $17.5 million and $140.5 million, respectively, deposited at banking institutions which are subject to the FDIC insured limit. Restricted cash is held for a specific purpose (such as payment of employee healthcare claims) and is thus not available to the Company for immediate or general business use. At December 31, 2022 and 2021, the Company had restricted cash of $0.9 million and $0.4 million, respectively. ​ Revenue Recognition The Company categorizes revenue based on various factors such as the nature of contracts as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Year Ended ​ ​ ​ December 3, 2021 ​ ​ ​ ​ January 1, 2021 ​ ​ ​ ​ ​ December 31, ​ ​ ​ through December 31, ​ ​ ​ ​ through December 2, ​ ​ ​ Revenue Type 2022 % of Total 2021 % of Total 2021 % of Total Capitated revenue ​ $ 1,034,800 ​ 99 % $ 57,224 ​ 97 % ​ $ 567,735 ​ 98 % Other patient service revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Clinical fees & insurance revenue ​ 6,158 ​ 0 % ​ 751 2 % ​ ​ 4,318 1 % Shared risk revenue ​ 351 ​ 0 % ​ 181 0 % ​ ​ 602 0 % Care coordination / management fees ​ ​ 7,924 ​ 1 % ​ 600 ​ 1 % ​ ​ 5,880 ​ 1 % Incentive fees ​ 238 ​ 0 % ​ 6 0 % ​ ​ 67 0 % Total other patient service revenue ​ 14,671 ​ 1 % ​ 1,538 3 % ​ ​ 10,867 2 % Total revenue ​ $ 1,049,471 ​ 100 % $ 58,762 100 % ​ $ 578,602 100 % ​ During the year ended December 31, 2022, the Successor Predecessor Capitated Revenue The Company contracts with health plans using an at-risk model. Under the at-risk model, the Company is responsible for the cost of all covered services provided to members assigned by the health plans to the Company in exchange for a fixed premium payment, which generally is a percentage of the payment (“POP”) based on health plans’ premiums received from CMS. Through this capitation arrangement, the Company stands ready to provide assigned Medicare Advantage beneficiaries all their medical care via the Company’s directly employed and affiliated physician/specialist network. The capitated revenue the Company receives is determined via a competitive bidding process with CMS and is based on the costs of care in local markets and the average utilization of services by patients enrolled. Medicare pays capitation using a “risk adjustment model,” which compensates providers based on the health status (acuity) of each individual patient. Medicare Advantage plans with higher acuity patients receive higher premiums. Conversely, Medicare Advantage plans with lower acuity patients receive lesser premiums. Under the risk adjustment model, capitation is paid on an interim basis based on enrollee data submitted for the preceding year and is adjusted in subsequent periods after final data is compiled. The Company generally estimates transaction prices using the most likely methodology. Amounts are only included in the transaction price to the extent any significant uncertainty of reversal on cumulative revenue will not occur and is resolved. In certain contracts, PMPM fees also include adjustments for items such as performance incentives or penalties based on the achievement of certain clinical quality metrics as contracted with payors. Capitated revenue is recognized based on an estimated PMPM transaction price to transfer the service for a distinct increment of the series (e.g., month), net of projected acuity adjustments and performance incentives or penalties as the Company cannot reasonably estimate the ultimate PMPM payment of those contracts. The Company recognizes revenue in the month in which eligible members are entitled to receive healthcare benefits during the contract term. The capitation amount is subject to possible retroactive premium risk adjustments based on the member’s individual acuity. Premium risk adjustments recorded in 2022 which relate to 2021 were $3.3 million. There were no premium risk adjustments recorded in 2021 related to prior years. As the period between the time of service and time of payment is typically one year or less, the Company elected the practical expedient not to adjust for the effects of a significant financing component. The Company’s contracts with health plans may include core functions and services for managing assigned patients’ medical care, the combination of which is offered as a single solution. Capitation contracts have a single performance obligation that is a stand ready obligation to perform healthcare services to the population of enrolled members and constitutes a series for the provision of managed healthcare services for the term of the contract, which is deemed to be one month since the mix of patients-customers can change month over month. The Company does not offer nor price each individual function as a standalone service to health plans; however, the addition or exclusion of certain services may be negotiated and reflected in each health plan’s specific total POP. At December 31, 2022 and 2021, the Company had POP contracts in effect with 24 health plans (across five states) and 17 health plans (across four states), respectively. Each month, in accordance with contractual obligations (for non-delegated health plans; e.g., those for which the Company has not been delegated for claims processing), each plan funds a medical claims payment reserve equal to a defined percentage of premium attributable to members assigned to the Company. In turn, the Company administers and funds medical claims for contractually covered services, for assigned health plan members, from that health plan’s reserve. On a quarterly or monthly basis, health plans conduct a settlement of the reserve to determine any surplus or deficit amount. The reconciliation and distribution of the reserve occur within 120 days following the end of each quarter. An annual settlement reconciliation and distribution from all funds occurs within 21 Three health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2022. Two health plan customers accounted for 10% or more of total health plan receivables as of December 31, 2021. At December 31, 2022 and 2021, Management has deemed the Company’s settlement receivables to be fully collectible from those health plans where the Company is not delegated for claims processing. Accordingly, a constraint on the variable consideration associated with settlement receivables was not recorded. Other Patient Service Revenue – Clinical Fees and Insurance Revenue Clinical fees and insurance revenue relates to net patient fees received from various payors and direct patients under contracts in which the Company’s sole performance obligation is to provide healthcare services through the operation of medical clinics. The Company recognizes clinic fees and insurance revenue in the period in which services are provided. Under FFS payment arrangements, revenue is recognized on the date of service using a portfolio approach. The Company’s performance obligations are typically satisfied in the same day services are provided. All the Company’s contracts with its customers under these arrangements include a single performance obligation. The Company’s contractual relationships with patients, in most cases, also involve third-party payors (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through state-sponsored health insurance exchanges). Transaction prices for services provided are dependent upon specific rules in place with third party payors–specifically, Medicare/Medicaid and pre-negotiated rates with managed care health plans and commercial insurance companies. Contractual arrangements with third parties typically include payments at amounts which are less than standard charges. These charges generally have predetermined rates for diagnostic service codes or discounted FFS rates. The Company perpetually reviews its contractual estimation processes to consider and incorporate updates to laws, regulations, and frequent changes in the managed care system. Contractual terms are negotiated and updated accordingly upon renewal. Clinical fees and insurance revenue is based upon the estimated amounts the Company expects to receive from patients and third-party payors. Estimates of explicit price concessions under managed care and commercial insurance plans are tied to payment terms specified in related contractual agreements. Retroactively calculated explicit price concessions tied to reimbursement agreements with third-party payers are recognized on an estimated basis in the period related services are rendered and adjusted in future periods as final payments are received. Revenue related to uninsured patients, uninsured co-payments, and deductibles (for patients with healthcare coverage) may also be discounted. The Company records implicit price concessions (based on historical collection experience) related to uninsured accounts to recognize self-pay revenue at their most likely amounts to be collected. The Company deems FFS revenue to be variable consideration and its estimates of associated transaction prices will not result in a significant revenue reversal in the future. The Company has elected the practical expedient not to adjust the transaction price for any financing components as those were deemed to be insignificant and to expense all incremental customer contract acquisition costs as incurred as such costs are not material and would be amortized over a period less than one year. Other Patient Service Revenue – Shared Risk Revenue P3 LLC (via one of its wholly owned subsidiaries) receives 30% of the shared risk savings from parties with whom it contracts under four separate arrangements. These arrangements are driven solely by medical cost containment year-over-year (“YoY”) expense reductions. This key performance indicator (“KPI”) is measured by the aggregate change in per member, per year (“PMPY”) medical costs. If the sequential YoY PMPY aggregate change yields a reduction, the Company receives 30% of the associated total cost savings for that year. Conversely, if the sequential YoY PMPY aggregate change yields an increase in medical costs, no monies are due to the Company that year. This KPI is compiled and reviewed on a calendar year basis. The Company recognizes shared risk revenue only upon the receipt of cash. Other Patient Service Revenue – Care Coordination Fees and Management Fees The Company’s delegated health plans may also pay a Care Coordination Fee (“CCF”) or management fee to the Company. CCFs and management fees are intended to fund the costs of delegated services provided to certain health plans. CCFs are specifically identified and separated in each monthly capitation payment the Company receives from these parties. None of the Company’s other health plans bifurcate CCFs nor are any of them contractually required to do so. Based on similarities of the terms of the care coordination and administrative services, the Company uses a portfolio approach to record revenue from CCFs and management fees. Patient Fees Receivable Substantially all client fees and insurance receivables are due under FFS contracts with third party payors, such as commercial insurance companies, government-sponsored healthcare programs, or directly from patients. The Company has agreements with third-party payors that provide for payments at amounts different from the established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Patient fees receivable, where a third-party payor is responsible for the amount due, are recorded at the invoiced amount, net of any expected contractual adjustments and implicit price concessions, and do not bear interest. Contractual adjustments arising under reimbursement arrangements with third-party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. The Company continuously monitors activities from payors (including patients) and records an implicit price concession based on specific contracts and actual historical collection patterns to reflect the estimated amounts the Company expects to collect. Patient fees receivable of $0.8 million and $0.7 million are included in clinic fees and insurance receivables in the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively, and are recorded net of contractual allowances of $5.8 million and $2.0 million as of December 31, 2022 and 2021, respectively. Property and Equipment Property and equipment is carried at acquisition cost, net of accumulated depreciation. Costs for repairs and maintenance of property and equipment, after such property and equipment has been placed in service, are expensed as incurred. Costs and related accumulated depreciation are eliminated when property and equipment is sold or otherwise disposed. Sales and disposals may result in asset-specific gains or losses. Any such gains or losses are included as a component of operations. The Company records depreciation using the straight-line method over the estimated useful lives of the respective assets. The following table summarizes the estimated useful lives of the Company’s property and equipment: ​ ​ ​ ​ Classification Depreciation Cycle Leasehold improvements (cycle: lease term) 1 to 10 Years Furniture and fixtures 7 Years Computer equipment 3 Years Medical equipment 7 Years Software 3 Years ​ The Company capitalizes certain costs incurred in connection with developing its own proprietary technology to serve core functions of its business operations such as revenue and medical cost analysis, care management and various facets that promote impactful utilization. At December 31, 2022 and 2021, the Company has capitalized $3.5 million and $2.4 million, respectively, to property and equipment for these software costs (specifically to work in progress). In 2022 and 2021, $0.7 million and $2.1 million of capitalized costs were placed into service, respectively. All costs associated with internally developed technology following deployment, or that otherwise do not meet capitalization criteria, are expensed as incurred. Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 6 “Fair Value Measurements and Hierarchy” for further discussion): Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Recoverability of an asset or asset group is measured by comparing its carrying amount to the future undiscounted net cash flows the asset or asset group is expected to generate. If such assets are considered impaired (e.g., future undiscounted cash flows are less than net book value), an impairment charge is recognized, measured by the difference between the carrying value and the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill Goodwill represents the excess of the purchase price over the fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill is tested for impairment at the reporting unit level on an annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable (a “triggering event”). On the occurrence of a triggering event, an entity has the option to first assess qualitative factors to determine whether a quantitative impairment test is necessary. If it is more likely than not that goodwill is impaired, the fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the fair value, provided, the loss recognized cannot exceed the total amount of goodwill. Intangible Assets Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives. In determining the estimated useful lives of definite-lived intangibles, the Company considers the nature, competitive position, life cycle position and historical and expected future operating cash flows of each acquired asset, as well as its commitment to support these assets through continued investment and legal infringement protection. The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred requires comparing the carrying amount to the sum of undiscounted cash flows expected to be generated by the asset. Such events and circumstances include the occurrence of an adverse change in the market involving the business employing the assets or a situation in which it is more likely than not that the Company will dispose of such assets. If the comparison indicates that there is impairment, the impairment loss to be recognized as a non-cash charge to earnings is measured by the amount by which the carrying amount of the asset exceeds its fair value and the impaired asset is written down to its fair value or, if fair value is not readily determinable, to an estimated fair value based on discounted expected future cash flows. Leases The Company determines whether a contract is or contains a lease at the inception of the contract. For leases with terms greater than 12 months, the Company records the related operating or finance right-of-use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right-of-use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords, which reduce the right-of-use asset related to the lease. Certain of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company’s lease agreements contain variable payments for common area maintenance and utilities. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories; therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. Variable lease payments are excluded from the measurement of right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. The Company does not have significant residual value guarantees or restrictive covenants in its lease portfolio. Business Combinations The price tendered in business combinations is allocated using the acquisition method of accounting among the identifiable tangible and intangible assets and assumed liabilities and non-controlling interests, all of which are based on estimates of corresponding fair value as of the acquisition date. The Company applies valuation methods which are ultimately used in the Company’s purchase price allocations. Goodwill is recorded based on the difference between the fair value of consideration exchanged and the fair value of the net assets and liabilities assumed. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed, and the non-controlling interests obtained, limited to one year from the acquisition date) are recorded when identified. Equity-Based Compensation Equity-based compensation cost is measured at the grant date for all equity-based awards based on the fair value of the awards. For equity awards that vest subject to the satisfaction of service-based conditions, compensation cost is recognized on a straight-line basis over the requisite service period, which varies by award. For equity awards that vest subject to the satisfaction of performance-based conditions, the Company evaluates the probability of achieving each performance-based condition at each reporting date and recognizes compensation cost when it is deemed probable that the performance-based condition will be met on an accelerated basis over the requisite service period, which varies by award. Equity-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company accounts for forfeitures as they occur. P3 LLC used the Black-Scholes option-pricing model to determine the fair value of P3 LLC’s incentive unit awards (“Incentive Units”). The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the incentive unit awards. The expected dividend yield was based on P3 LLC’s expectation of not paying dividends in the foreseeable future. The expected term was calculated primarily based upon the estimated time to a liquidation event. The expected volatility was estimated using company-specific historical information, guideline company information, and implied volatility information. The Company uses the Black-Sholes option-pricing model to determine the fair value of the Company’s stock option awards. The risk-free interest rate estimate was based on constant maturity, which is the theoretical value of a U.S. Treasury that is based on recent values of auctioned U.S. Treasuries with remaining terms similar to the expected term of the stock option awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term was calculated using the “simplified” method; whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock option due to P3’s lack of sufficient historical data. The expected volatility was estimated using an average of the historical volatilities of a peer group comprised of publicly traded companies in the same industry. The Company assesses the impact of material nonpublic information on its share price or expected volatility, as applicable, at the time of grant. Warrant Liability The Company has public and private placement warrants of Class A common stock classified as liabilities as well as warrants of Class A common stock issued to a lender classified as equity. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using observable market prices for those public warrants. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The Company accounts for warrants as either equity-classif
Foresight Acquisition Corp
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020. Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11). Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences. Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ For the Period from January 1, August 20, 2020 (Inception) ​ 2021 through through ​ December 2, 2021 December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (24,805,124) ​ $ — ​ $ — ​ $ (2,286) Denominator: ​ ​ ​ ​ Basic and diluted weighted average stock outstanding ​ 29,692,013 ​ — ​ — ​ 6,875,000 Basic and diluted net loss per common stock ​ $ (0.84) ​ $ — ​ $ — ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
INITIAL PUBLIC OFFERING	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 31,625,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10).

PRIVATE PLACEMENT

PRIVATE PLACEMENT	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
PRIVATE PLACEMENT	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors have agreed to purchase an aggregate of 832,500 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $8,325,000, in a private placement. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”). Each whole Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering to be held in the Trust Account.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Related Party Transaction [Line Items]
RELATED PARTY TRANSACTIONS		Note 22: Related Parties Atrio Health Plans Chicago Pacific Founders (“CPF”), a principal equity holder of P3 LLC, has an equity investment in Atrio Health Plans (“Atrio”). The Company has a full-risk capitation agreement in place with Atrio whereby the Company is delegated to perform services on behalf of Atrio’s members assigned to the Company. These delegated services include but are not limited to provider network credentialing, patient authorizations, and medical management (care management, quality management and utilization management). The following tables summarize the Company’s transactions with Atrio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year Ended December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 ​ 2021 2021 Capitated revenue ​ $ 158,941 ​ $ 11,483 ​ ​ $ 142,905 Other patient service revenue ​ $ 2,286 ​ $ 181 ​ ​ $ 2,022 Medical expenses ​ $ 178,300 ​ $ 14,684 ​ ​ $ 146,216 ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 Health plan receivables ​ $ 177 ​ $ 4,696 Claims payable ​ $ 27,838 ​ $ 16,349 Health plan settlements payable ​ $ 2,536 ​ $ — ​ Unsecured Promissory Note As described in Note 12, in December 2022, the Company issued an Unsecured Promissory Note to VGS, an entity managed by CPF and whose equity holders consist of two members of the Company’s Board of Directors and the Company’s Chief Executive Officer and Chief Medical Officer, among others. The following tables summarize the Company’s transactions with VGS: ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 Interest expense, net ​ $ 105 ​ ​ ​ ​ ​ ​ December 31, 2022 Long-term debt, net ​ $ 14,421 Accrued interest ​ $ 105 Accrued expenses ​ $ 225 ​
Foresight Acquisition Corp
Related Party Transaction [Line Items]
RELATED PARTY TRANSACTIONS	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In October 2020, the Sponsors purchased an aggregate of 7,906,250 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (not including the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. On October 4, 2021, all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock on a one Promissory Notes — Related Parties On October 22, 2020 and October 27, 2020, the Sponsors issued unsecured promissory notes to the Company (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Notes are non-interest bearing and payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding balance under the Promissory Notes of $275,000 as of December 31, 2020 was repaid at the closing of the Initial Public Offering on February 12, 2021. Borrowings under the Promissory Note are no longer available. On August 19, 2021, our Sponsor committed to provide us with an aggregate of $300,000 in loans. The loans, if issued, would have been non-interest bearing, unsecured and would be repaid upon the consummation of an initial business combination. If the Company had not consummated an initial business combination, all amounts loaned to the Company would have been forgiven except to the extent that the Company had funds available outside of the Trust Account to repay such loans. On October 27, 2021, the sponsor committed to provide up to an additional $600,000 in working capital loans as needed by the Company in order to finance transaction costs in connection with a Business Combination. The total commitment provided by the sponsor will total $900,000, none of which had been borrowed as of December 2, 2021. Advances from Related Party and Due to Sponsor As of December 2, 2021, the Sponsor advanced the Company an aggregate of $150,000 in working capital loans to pay for certain operating costs. The advances are non-interest bearing and are due on demand. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 2, 2021 and December 31, 2020, there were no amounts outstanding under the Working Capital Loans . Administrative Services Agreement The Company agreed, commencing on February 9, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the year ended December 2, 2021, the Company incurred and paid $99,745 of such fees. As of December 2, 2021, $20,000 remained unpaid in the accrued expenses line item on the balance sheet.

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
COMMITMENTS AND CONTINGENCIES	NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 9, 2021, the holders of the Founder Shares, Private Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants or upon the exercise of any warrants included within units issued upon conversion of Working Capital Loans will be entitled to registration rights to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, FA Co-Investment may not exercise its demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company engaged the underwriters to act as advisors in connection with its Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with the Company’s press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a fee for such services upon the consummation of its Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, including any proceeds from the full or partial exercise of the over-allotment option. As a result of the Business Combination, Cowen & Company, will be paid $8,500,000 million in relation to the work they performed as described in the aforementioned Business Combination Marketing Agreement.

CLASS A COMMON STOCK SUBJECT TO

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 7 — CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock issued outstanding Prior to the Company’s initial Business Combination, holders of Class B common stock will have the right to elect all of the Company’s directors and may remove members of the Company’s board of directors for any reason. On any other matter submitted to a vote of the Company’s stockholders, holders of Class A common stock and holders of Class B common stock will vote together as a single class, except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering (not including the shares of Class A common stock underlying the Private Placement Units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp [Member]
STOCKHOLDERS' EQUITY	NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — issued outstanding Class B Common Stock —

INCOME TAX

INCOME TAX	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
INCOME TAX		Note 13: Income Taxes As a result of the Business Combinations, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. P3 LLC is treated as a partnership for U.S. federal and most applicable state and local income tax jurisdictions. As a partnership, P3 LLC is generally not subject to U.S. federal, state, and local income taxes. Any taxable income or loss generated by P3 LLC is passed through to and included within the taxable income or loss of its members in accordance with the terms of the P3 LLC operating agreement. Prior to the Business Combinations, the income and losses of P3 LLC were passed through to its members and nontaxable to P3 LLC. The Company is taxed as a corporation and pays corporate federal, state, and local taxes on income allocated to it from P3 LLC based on the Company’s economic interest held in P3 LLC. While the Company consolidates P3 LLC for financial purposes as a VIE, the Company will not be taxed on the earnings attributed to the non-controlling interests. As a result, the income tax burden on the earnings taxed on the non-controlling interests is not reported by the Company in its consolidated financial statements. The components of loss before income taxes were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ ​ Year Ended ​ December 3, 2021 ​ ​ January 1, 2021 ​ ​ December 31, ​ through December 31, ​ ​ through December 2, ​ ​ 2022 2021 ​ ​ 2021 Domestic ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) Foreign ​ — ​ — ​ ​ — Total ​ $ (1,559,695) ​ $ (57,938) ​ ​ $ (146,400) ​ The components of income tax expense were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ ​ $ — ​ A reconciliation of the statutory federal income tax to the Company’s provision for income taxes is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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) % — % ​ — % ​ The Company’s tax rate is affected primarily by the recognition of a valuation allowance and the portion of income and expense allocated to the non-controlling interest. It is also affected by discrete items that may occur in any given year such as benefits from changes in the fair value of private placement and public warrants. Deferred Income Taxes Deferred income taxes result from differences in the recognition of amounts for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. Significant components of the Company’s deferred income tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​ The Company recognizes deferred tax assets to the extent it believes that these assets are more likely than not to be realized. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available evidence as of December 31, 2022, the Company believes that it is more likely than not that the tax benefits of the U.S. losses incurred will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the U.S. losses incurred. The Company intends to maintain the valuation allowance on the U.S. net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. The Company has recognized no deferred taxes in connection with the Medcore Acquisition. Because Medcore HP does not file a consolidated corporate income tax return with the Company, the deferred tax assets of Medcore HP are separately assessed for realizability. Based on the weight of all available evidence, including cumulative losses in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the acquired deferred tax assets. The Company has recognized no deferred taxes in connection with the Network VIEs. Because the Network VIEs do not file a consolidated corporate income tax return with the Company, the deferred tax assets are separately assessed for realizability. Based on the weight of all available evidence as of December 31, 2022, including cumulative losses in recent years, the Company believes that it is more likely than not that the tax benefits of the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the tax benefits of the related deferred tax assets. The Company has not recognized a deferred tax liability in connection with its investment in P3 LLC due to the deferred tax liability recognition exception in circumstances where book goodwill exceeds tax-deductible of goodwill. As of December 31, 2022, the Company had net operating loss carryforwards of approximately $31.4 million for federal income tax purposes. Federal net operating losses have an unlimited carryforward period but utilization for a given tax year is limited to 80% of taxable income. The federal and state net operating loss carryforwards may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986 (the “Code”) and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has yet to complete a Section 382 review to determine if its tax attributes will be limited in the future; however, the Company’s federal operating loss carryforwards have an unlimited carryforward life and therefore do not expire. The Company will file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Generally, federal and state tax authorities provide that the statutes of limitations remain open for three or four years from the tax year in which net operating losses or tax credits are utilized. On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan Act”) was passed into law and amended portions of relevant tax laws. The American Rescue Plan Act did not have a significant impact on the provision for income taxes for the year ended December 31, 2021. Tax Receivable Agreement In connection with the Business Combinations, the Company entered into a TRA that provides for the payment by the Company of 85% of the amount of any tax benefits that are realized, or in some cases are deemed to realize, as a result of (i) increases in the Company’s share of the tax basis in the net assets of P3 LLC resulting from any redemptions or exchanges of P3 LLC, (ii) tax basis increases attributable to payments made under the TRA, and (iii) deductions attributable to imputed interest pursuant to the TRA (the “TRA Payments”). The Company expects to benefit from the remaining 15% of any tax benefits that are realized. Pursuant to the Company’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of P3 LLC when Common Units are redeemed or exchanged. The Company intends to treat any redemptions and exchanges of Common Units as direct purchases of the units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent the tax basis is allocated to those capital assets. The estimation of liability under the TRA is, by its nature, imprecise and subject to significant assumptions regarding a number of factors, including the timing and amount of taxable income generated by the Company each year, as well as the tax rate then applicable, among other factors. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligation under the TRA is an obligation of the Company and not of P3 LLC. The payments that the Company will be required to make will generally reduce the amount of the overall cash flow that might have otherwise been available, but the Company expects the cash tax savings realized from the utilization of the related tax benefits will exceed the amount of any required payments. As of December 31, 2022 and 2021, the TRA liability is estimated to be $4.6 million; however, due to the full valuation allowance recorded by the Company, which results in no tax benefits that are to be realized related to the amortization of the step-up, the Company determined that payments to TRA holders are not probable and no TRA liability has been recorded as of December 31, 2022 and 2021. As non-controlling interest holders exercise their right to exchange their Common Units, a TRA liability may be recorded based on 85% of the estimated future tax benefits that the Company may realize as a result of increases in its tax basis of P3 LLC. The amount of the increase in the tax basis, the related estimated tax benefits, and the related TRA liability to be recorded will depend on the price of a share of the Company’s Class A common stock at the time of the relevant redemption or exchange.
Foresight Acquisition Corp
INCOME TAX	NOTE 9 — INCOME TAX The Company’s net deferred tax assets at December 2, 2021 and 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​ The income tax provision (benefit) for the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ $ — ​ $ — ​ As of December 2, 2021 and December 31, 2020, the Company had $182,476 and $2,286 of U.S. federal net operating loss carryovers available to offset future taxable income. These net operating loss carryovers do not expire and may offset up to 80% of taxable income in any given year. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from January 1, 2021 through December 2, 2021 and for the period from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $4,773,438 and $480, respectively. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted. The CARES Act made various tax law changes including among other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “IRC”) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits. Given the Company’s full valuation allowance position and capitalization of all costs, the CARES Act did not have an impact on the financial statements. A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 % ​ The Company files income tax returns in the U.S. federal jurisdiction. The Company’s tax returns since inception remain open to examination by the taxing authorities.

WARRANT LIABILITIES

WARRANT LIABILITIES	11 Months Ended
	Dec. 02, 2021
Foresight Acquisition Corp
WARRANT LIABILITIES	NOTE 10 — WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing a Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined based on the redemption date and the fair market value of the Class A common stock; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30 - day period after written notice of redemption is given. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FAIR VALUE MEASUREMENTS		Note 6: Fair Value Measurements and Hierarchy Information about the Company’s financial liabilities measured at fair value on a recurring basis is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Carrying Value Level 1 Level 2 Level 3 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Liability for private placement warrants ​ $ 40 ​ $ — ​ $ — ​ $ 40 Liability for public warrants ​ $ 1,477 ​ $ 1,477 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ Carrying Value ​ Level 1 ​ Level 2 ​ Level 3 Financial liabilities: ​ ​ ​ ​ Liability for private placement warrants ​ $ 502 ​ $ — ​ $ — ​ $ 502 Liability for public warrants ​ $ 10,881 ​ $ 10,881 ​ $ — ​ $ — ​ The key Level 3 inputs into the option pricing model related to the private placement warrants to purchase Class A common stock were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 ​ Volatility ​ 55 % ​ 60 % Risk-free interest rate ​ 4.11 % ​ 1.26 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Expected term ​ ​ 3.9 Years 4.9 Years ​ Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants would each result in a directionally similar change in the estimated fair value of the Company’s warrant liabilities. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock and, as such, there is no change in the estimated fair value of the warrant liabilities due to the dividend assumption. The following table sets forth a summary of changes in the fair value of the Company’s private placement warrants, which are considered to be Level 3 fair value measurements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year December 3, 2021 ​ ​ ​ ​ Ended ​ through ​ ​ ​ ​ ​ December ​ December 31, ​ ​ January 1, 2021 ​ ​ 31, 2022 ​ 2021 ​ ​ through ​ ​ (Private ​ (Private ​ ​ December 2, 2021 ​ ​ Placement ​ Placement ​ ​ (Class D ​ ​ Warrants) ​ Warrants) ​ ​ Warrants) Beginning balance ​ $ 502 ​ $ 793 ​ ​ $ 6,316 Mark-to-market adjustment of stock warrants ​ ​ (462) ​ (291) ​ ​ 7,665 Ending balance ​ $ 40 ​ $ 502 ​ ​ $ 13,981 ​ The Company recorded gains on the changes in the fair value of public warrants of $9.4 million and $2.3 million during the year ended December 31, 2022 and the Successor Period of 2021, respectively.
Foresight Acquisition Corp
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
FAIR VALUE MEASUREMENTS	NOTE 11 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 2, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 2, ​ Description Level 2021 Liabilities: Warrant Liability – Public Warrants ​ 1 12,860,834 Warrant Liability – Private Placement Warrants ​ 3 288,925 Warrant Liability – Underwriter Warrants ​ 3 63,500 ​ The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Measurement The Company utilizes a Cox-Ross-Rubenstein lattice model to value the warrants at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 3, 2021 is classified as Level 1 due to the use of an observable market quote in an active market. The key inputs into the binomial lattice simulation model for the Private Placement Warrants and Public Warrants were as follows at initial measurement and December 3, 2021 (Private Placement Warrants only): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 12, 2021 ​ ​ ​ ​ (Initial Measurement) December 3, 2021 ​ Risk-free interest rate ​ 0.56 % ​ 1.13 % Trading days per year ​ 252 ​ 252 ​ Expected volatility ​ 17.8 % ​ 21.0 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.65 ​ $ 9.48 ​ ​ On February 12, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.05 and $1.03 per warrant for aggregate values of $0.2 million and $10.8 million, respectively. On December 2, 2021, the fair value of the Private Placement Warrants and Public Warrants were determined to be $1.22 and $1.27 per warrant for aggregate values of $0.3 million and $12.8 million, respectively. The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 12, 2021 (including over-allotment) ​ 280,875 ​ 10,857,917 ​ 11,138,792 Change in valuation inputs or other assumptions ​ $ 71,550 ​ $ 2,002,917 ​ $ 2,074,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value as of December 2, 2021 ​ $ 352,425 ​ $ 12,860,834 ​ $ 13,213,259 ​ Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $12,860,834 during the period from February 12, 2021 through December 2, 2021.

SUBSEQUENT EVENTS_2

SUBSEQUENT EVENTS	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Subsequent Event [Line Items]
SUBSEQUENT EVENTS		Note 25: Subsequent Events ​ Between January and March 2023, the Company borrowed a total of $12.9 million under the Unsecured Promissory Note. On March 30, 2023, the Company entered into a Securities Purchase Agreement with the purchasers named therein (the “Purchasers”), certain of which are related parties, pursuant to which the Company will issue approximately 79.9 million units at a price of approximately $1.12 per unit for institutional investors, and a purchase price of approximately $1.19 per unit for employees and consultants. Each unit consists of one share of Class A common stock and 0.75 of a warrant to purchase one share of Class A common stock at an exercise price of $1.13. Certain institutional investors have elected to receive pre-funded warrants to purchase Class A common stock in lieu of a portion of their Class A common stock. In total, the Company agreed to sell (i) an aggregate of approximately 69.2 million shares of its Class A common stock, (ii) warrants to purchase an aggregate of approximately 59.9 million shares of Class A common stock, and (iii) pre-funded warrants to purchase an aggregate of approximately 10.8 million shares of Class A common stock, to the Purchasers for aggregate gross proceeds of approximately $89.5 million (collectively, the “Private Placement”). The Private Placement is subject to certain conditions and is expected to close on April 6, 2023.
Foresight Acquisition Corp
Subsequent Event [Line Items]
SUBSEQUENT EVENTS	NOTE 12 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than as follows: On December 3, 2021, the Company consummated the previously announced business combinations pursuant to (1) the agreement and plan of merger, dated as of May 25, 2021, by and among P3 Health Group Holdings, and FAC Merger Sub LLC, and (2) the transaction and combination agreement, dated as of May 25, 2021, by and among Foresight and the Merger Corps, CPF P3 Blocker-A, LLC, , CPF P3 Blocker-B, LLC, , CPF P3 Splitter, LLC, , Chicago Pacific Founders Fund-A, L.P, and Chicago Pacific Founders Fund-B, L.P., , pursuant to which, among other things, P3 Health Group Holdings merged with and into Merger Sub, with Merger Sub as the surviving company, which was renamed P3 Health Group, LLC, and the Merger Corps merged with and into the Blockers, with the Blockers as the surviving entities and wholly-owned subsidiaries of the Company. Upon completion of the Business Combinations, the Company and P3 LLC were organized in an “Up-C” structure in which all of the P3 LLC operating subsidiaries are held directly or indirectly by P3 LLC, and the Company directly owned approximately 17.1% of P3 LLC and became the sole manager of P3 LLC. Following the Closing, substantially all of the Company’s assets and operations are held and conducted by P3 LLC and its subsidiaries, and the Company’s only assets are equity interests in P3 LLC. In connection with the Closing, the Company changed its name from “Foresight Acquisition Corp.” to “P3 Health Partners Inc.”

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Basis of Presentation		Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company. All intercompany accounts and transactions have been eliminated. The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than voting interest, in accordance with the Variable Interest Entity (“VIE”) accounting model. This evaluation includes a qualitative review of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. The Company consolidates a VIE when it has a variable interest that provides it with a controlling financial interest in the VIE, referred to as the primary beneficiary of the VIE. See Note 23 “Variable Interest Entities.” As the sole managing manager of P3 LLC, P3 has the right to direct the most significant activities of P3 LLC and the obligation to absorb losses and receive benefits. The rights of the non-managing members of P3 LLC are limited and protective in nature and do not give substantive participation rights over the sole managing member. Accordingly, P3 identifies itself as the primary beneficiary of P3 LLC and began consolidating P3 LLC as of the Closing Date resulting in a noncontrolling interest related to the Common Units held by members other than P3. Additionally, as more fully described in Note 23 “Variable Interest Entities,” P3 LLC is the primary beneficiary of the following physician practices (collectively, the “Network”): ● Kahan, Wakefield, Abdou, PLLC ● Bacchus, Wakefield, Kahan, PC ● P3 Health Partners Professional Services, P.C. ● P3 Medical Group, P.C. ● P3 Health Partners California, P.C. (f/k/a Omni IPA Medical Group, Inc.) As a result of the Business Combinations, P3 LLC has been determined to be the predecessor for accounting purposes and, accordingly, the consolidated financial statements and notes to consolidated financial statements of P3 LLC are presented herein as “Predecessor” for the period prior to the Closing Date (the “Predecessor Period”) and the consolidated financial statements and notes to consolidated financial statements of the Company are presented herein as “Successor” for the period after the Closing Date (the “Successor Period”), which include the consolidated operations of P3 LLC. The accompanying consolidated financial statements include a black line division that indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable.
Use of Estimates		Management’s Use of Estimates Preparation of these consolidated financial statements and accompanying footnotes, in conformity with GAAP, requires management to make estimates and assumptions that could affect amounts reported here. Management bases its estimates on the best information available at the time, its experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of COVID-19. See Note 21 “Commitments and Contingencies” for further discussion on the impact of COVID-19. The areas where significant estimates are used in these accompanying consolidated financial statements include revenue recognition, the liability for unpaid claims, equity-based compensation, premium deficiency reserves, fair value and impairment recognition of long-lived assets (including intangible assets and goodwill), fair value of acquired assets and liabilities in business combinations, fair value of liability classified instruments, and judgments related to deferred income taxes. Actual results could differ from those estimates.
Warrant Liabilities		Warrant Liability The Company has public and private placement warrants of Class A common stock classified as liabilities as well as warrants of Class A common stock issued to a lender classified as equity. The Company classifies as equity any equity-linked contracts that (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement). Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The Company classifies as assets or liabilities any equity-linked contracts that (1) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the Company’s control) or (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). For equity-linked contracts that are classified as liabilities, the Company records the fair value of the equity-linked contracts at each balance sheet date and records the change in the statements of operations as a gain (loss) from change in fair value of warrant liability. The Company’s public warrant liability is valued using observable market prices for those public warrants. The Company’s private placement warrants are valued using a binomial lattice pricing model when the warrants are subject to the make-whole table, or otherwise are valued using a Black-Scholes pricing model. The Company’s warrants issued to a capital provider are valued using a Black-Scholes-Merton pricing model based on observable market prices for public shares and warrants. The assumptions used in preparing these models include estimates such as volatility, contractual terms, discount rates, dividend yield, expiration dates and risk-free rates. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Income Taxes		Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent the Company believes it is more likely than not that they will not be realized. The Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law, and results of recent operations. The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company considers many factors when evaluating its uncertain tax positions during the course of the year through a review of policies and procedures, reviews of customary and regular tax filings, and discussions with third party experts. This review can involve significant judgment and may require periodic adjustments. The resolution of these uncertain tax positions in a manner inconsistent with management’s expectations could have a material impact on the Company’s consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax positions as a component of its provision for income taxes. Accrued interest and penalties are included with the related tax liability. See Note 13 “Income Taxes” for further information.
Net Loss per Common Share		Loss per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of public warrants, private placement warrants, stock options, and Common Units convertible into shares of Class A common stock during the period by applying the treasury stock method or if-converted method, as applicable. Net loss per member unit has not been presented for Predecessor Period as the Company’s management determined it would not be meaningful to the users of these consolidated financial statements.
Fair Value Measurements		Fair Value Measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (see Note 6 “Fair Value Measurements and Hierarchy” for further discussion): Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Foresight Acquisition Corp [Member]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the private warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 2, 2021 and December 31, 2020.
Cash Held in Trust Account	Cash Held in Trust Account At December 2, 2021, substantially all of the assets held in the Trust Account were held cash.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 2, 2021 and December 31, 2020, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a binomial lattice simulation approach (see Note 11).
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 2, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception The effective tax rate differs from the statutory tax rate of 21% for the year ended December 2, 2021 due to the valuation allowance recorded on the Company’s net operating losses and permanent differences.
Net Loss per Common Share	Net Loss Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 10,819,167 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ For the Period from January 1, August 20, 2020 (Inception) ​ 2021 through through ​ December 2, 2021 December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (24,805,124) ​ $ — ​ $ — ​ $ (2,286) Denominator: ​ ​ ​ ​ Basic and diluted weighted average stock outstanding ​ 29,692,013 ​ — ​ — ​ 6,875,000 Basic and diluted net loss per common stock ​ $ (0.84) ​ $ — ​ $ — ​ $ (0.00) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 3, 2021 ​ ​ December 31, ​ through December 31, ​ 2022 2021 Net loss attributable to Class A common stockholders-basic and diluted ​ $ (270,127) ​ $ (10,081) ​ ​ ​ ​ ​ ​ ​ Weighted average Class A common shares outstanding-basic and diluted ​ ​ 41,579 ​ ​ 41,579 ​ ​ ​ ​ ​ ​ ​ Loss per share attributable to Class A common stockholders-basic and diluted ​ $ (6.50) ​ $ (0.24) ​
Foresight Acquisition Corp
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ For the Period from January 1, August 20, 2020 (Inception) ​ 2021 through through ​ December 2, 2021 December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net loss per common stock ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net loss, as adjusted ​ $ (24,805,124) ​ $ — ​ $ — ​ $ (2,286) Denominator: ​ ​ ​ ​ Basic and diluted weighted average stock outstanding ​ 29,692,013 ​ — ​ — ​ 6,875,000 Basic and diluted net loss per common stock ​ $ (0.84) ​ $ — ​ $ — ​ $ (0.00) ​

INCOME TAX (Tables)

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 % ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	11 Months Ended	12 Months Ended
	Dec. 02, 2021	Dec. 31, 2022
Summary of Change in the fair value of the warrant liabilities		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor Predecessor ​ Year December 3, 2021 ​ ​ ​ ​ Ended ​ through ​ ​ ​ ​ ​ December ​ December 31, ​ ​ January 1, 2021 ​ ​ 31, 2022 ​ 2021 ​ ​ through ​ ​ (Private ​ (Private ​ ​ December 2, 2021 ​ ​ Placement ​ Placement ​ ​ (Class D ​ ​ Warrants) ​ Warrants) ​ ​ Warrants) Beginning balance ​ $ 502 ​ $ 793 ​ ​ $ 6,316 Mark-to-market adjustment of stock warrants ​ ​ (462) ​ (291) ​ ​ 7,665 Ending balance ​ $ 40 ​ $ 502 ​ ​ $ 13,981 ​
Foresight Acquisition Corp [Member]
Summary of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 2, ​ Description Level 2021 Liabilities: Warrant Liability – Public Warrants ​ 1 12,860,834 Warrant Liability – Private Placement Warrants ​ 3 288,925 Warrant Liability – Underwriter Warrants ​ 3 63,500 ​
Schedule of quantitative information regarding initial measurement	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ February 12, 2021 ​ ​ ​ ​ (Initial Measurement) December 3, 2021 ​ Risk-free interest rate ​ 0.56 % ​ 1.13 % Trading days per year ​ 252 ​ 252 ​ Expected volatility ​ 17.8 % ​ 21.0 % Exercise price ​ $ 11.50 ​ $ 11.50 ​ Stock Price ​ $ 9.65 ​ $ 9.48 ​ ​
Summary of Change in the fair value of the warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ Warrant ​ Placement Public Liabilities Fair value as of January 1, 2021 ​ $ — ​ $ — ​ $ — Initial measurement on February 12, 2021 (including over-allotment) ​ 280,875 ​ 10,857,917 ​ 11,138,792 Change in valuation inputs or other assumptions ​ $ 71,550 ​ $ 2,002,917 ​ $ 2,074,467 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair value as of December 2, 2021 ​ $ 352,425 ​ $ 12,860,834 ​ $ 13,213,259 ​

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - USD ($)			11 Months Ended
	Dec. 03, 2021	Feb. 12, 2021	Dec. 02, 2021	Dec. 31, 2022	Dec. 31, 2021	Oct. 27, 2021	Aug. 19, 2021	Dec. 31, 2020
Cash			$ 5,301,000	$ 17,537,000	$ 140,478,000
Foresight Acquisition Corp
Entity incorporation, date of incorporation			Aug. 20, 2020
Proceeds from issuance of IPO			$ 309,924,999
Proceeds from sale of Private Placements Warrants			8,325,000
Stock issuance costs		$ 6,827,967
Underwriting fees		6,325,000
Other offering costs		$ 502,967
Restricted investments term		185 days
Aggregate purchase price			8,044,125
Cash			100,935					$ 179,512
Assets held-in-trust, noncurrent			316,267,136
Net working capital			20,793,627
Franchise tax payable			200,000
Foresight Acquisition Corp | P3 Health Group, LLC [Member]
Business acquisition, percentage of voting interest acquired	17.10%
Foresight Acquisition Corp | Sponsor | Working capital loans
Working capital initial commitment amount							$ 300,000
Working capital loans additional commitment amount						$ 600,000
Working capital loans commitment amount			$ 900,000
Foresight Acquisition Corp | Private Placement [Member]
Number of shares issued			832,500
Foresight Acquisition Corp | Private Placement [Member] | Sponsor
Number of shares issued		832,500
Shares issued price per share		$ 10
Proceeds from sale of Private Placements Warrants		$ 8,325,000
Common Class A [Member]
Number of shares issued	8,700,000
Common Class A [Member] | Private Placement [Member]
Number of shares issued	20,400,000
Common Class A [Member] | Foresight Acquisition Corp | Blocker | Transaction and Combination Agreement
Purchase consideration	8,732,517
Number of shares held by escrow agent	723,291
Common Class A [Member] | Foresight Acquisition Corp | Private placement pursuant to subscription agreements
Number of shares issued	20,370,307
Share price	$ 10
Aggregate purchase price	$ 203,700,000
Common Class A [Member] | Foresight Acquisition Corp | IPO [Member]
Number of shares issued		31,625,000
Shares issued price per share		$ 10
Proceeds from issuance of IPO		$ 316,250,000
Common Class A [Member] | Foresight Acquisition Corp | Over-Allotment Option [Member]
Number of shares issued		4,125,000
Class V Common [Member] | Foresight Acquisition Corp | P3 Sellers | Merger Agreement
Purchase consideration	202,024,923
Number of shares held by escrow agent	17,923,782

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Basic and Diluted Net Income Per Share (Details) - USD ($)	1 Months Ended	4 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 02, 2021	Dec. 31, 2022
Numerator:
Allocation of net loss, as adjusted	$ (10,081,000)		$ (146,400,000)	$ (270,127,000)
Denominator:
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)	41,579			41,579
Weighted average Class A common shares outstanding - diluted	41,579			41,579
Loss per share attributable to Class A common stockholders - basic	$ (0.24)			$ (6.50)
NET LOSS PER SHARE (DILUTED)	$ (0.24)			$ (6.50)
Foresight Acquisition Corp
Numerator:
Allocation of net loss, as adjusted		$ (2,286)	(24,805,124)
Foresight Acquisition Corp | Common Class A [Member]
Numerator:
Allocation of net loss, as adjusted			$ (24,805,124)
Denominator:
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)			29,692,013
Weighted average Class A common shares outstanding - diluted			29,692,013
Loss per share attributable to Class A common stockholders - basic			$ (0.84)
NET LOSS PER SHARE (DILUTED)			$ (0.84)
Foresight Acquisition Corp | Class B common stock
Numerator:
Allocation of net loss, as adjusted		$ (2,286)
Denominator:
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (BASIC)		6,875,000
Weighted average Class A common shares outstanding - diluted		6,875,000
Loss per share attributable to Class A common stockholders - basic		$ 0
NET LOSS PER SHARE (DILUTED)		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - Foresight Acquisition Corp - USD ($)	4 Months Ended	11 Months Ended
	Dec. 31, 2020	Dec. 02, 2021	Nov. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Aug. 31, 2020
Cash equivalents	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Unrecognized tax benefits	0	0	0	0	0	0
Accrued for interest and penalties	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Statutory federal income tax rate	21%	21%
Class A common
Warrant issued for securities		10,819,167

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details) - $ / shares	Dec. 03, 2021	Feb. 12, 2021	Dec. 02, 2021
Common Class A [Member]
Number of shares issued	8,700,000
Foresight Acquisition Corp | Public Warrants
Exercise price (in $ per share)		$ 1.03	$ 1.27
Foresight Acquisition Corp | Common Class A [Member] | Public Warrants
Stock conversion basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”).
Shares issuable per warrant		1
Exercise price (in $ per share)		$ 11.50
IPO [Member] | Foresight Acquisition Corp | Common Class A [Member]
Number of shares issued		31,625,000
Shares issued price per share		$ 10
Over-Allotment Option [Member] | Foresight Acquisition Corp | Common Class A [Member]
Number of shares issued		4,125,000

PRIVATE PLACEMENT (Details)

PRIVATE PLACEMENT (Details) - USD ($)			11 Months Ended
	Dec. 03, 2021	Feb. 12, 2021	Dec. 02, 2021
Foresight Acquisition Corp
Proceeds from sale of Private Placements Warrants			$ 8,325,000
Foresight Acquisition Corp | Private Placement Warrants [Member]
Exercise price (in $ per share)		$ 1.05	$ 1.22
Foresight Acquisition Corp | Private Placement [Member]
Number of shares issued			832,500
Sponsor | Foresight Acquisition Corp | Private Placement [Member]
Number of shares issued		832,500
Shares issued price per share		$ 10
Proceeds from sale of Private Placements Warrants		$ 8,325,000
Common Class A [Member]
Number of shares issued	8,700,000
Common Class A [Member] | Private Placement [Member]
Number of shares issued	20,400,000
Common Class A [Member] | Foresight Acquisition Corp | Private Placement Warrants [Member]
Shares issuable per warrant		1
Exercise price (in $ per share)		$ 11.50
Common Class A [Member] | Foresight Acquisition Corp | Private Placement [Member]
Stock conversion basis		Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share” or, collectively, “Private Placement Shares”) and one-third of one warrant (each, a “Private Placement Warrant”).

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Foresight Acquisition Corp			1 Months Ended	4 Months Ended	11 Months Ended
	Oct. 04, 2021	Sep. 02, 2021 USD ($)	Oct. 31, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 02, 2021 USD ($) $ / shares shares	Oct. 27, 2021 USD ($)	Aug. 19, 2021 USD ($)	Aug. 02, 2021 USD ($)	Feb. 12, 2021 USD ($)	Oct. 27, 2020 USD ($)
Related Party Transaction [Line Items]
Stock shares issued during the period for services value				$ 25,000
Due to Related Parties				275,000
Advance from related party				275,000
Related party transaction expenses incurred					$ 99,745
Promissory Notes
Related Party Transaction [Line Items]
Debt face amount										$ 300,000
Debt Instrument Interest Rate										0%
Debt Instrument Maturity Date Description					payable on the earlier of (i) March 31, 2021 or (ii) the consummation of the Initial Public Offering.
Due to Related Parties									$ 275,000
Working capital loans
Related Party Transaction [Line Items]
Due to Related Parties				$ 0				$ 0
Debt Instrument Convertible Into Warrants					$ 1,500,000
Debt Instrument Conversion Price | $ / shares					$ 10
Sponsor
Related Party Transaction [Line Items]
Debt face amount							$ 300,000
Sponsor | Working capital loans
Related Party Transaction [Line Items]
Working Capital Loans Additional Commitment Amount						$ 600,000
Working Capital Loans Commitment Amount					$ 900,000
Advance from related party					150,000
Sponsor | Administrative Services Agreement
Related Party Transaction [Line Items]
Due to Related Parties					$ 20,000
Related party transaction, amounts		$ 10,000
Common Class A [Member]
Related Party Transaction [Line Items]
Temporary equity shares outstanding | shares				0	31,625,000
Stockholders' Equity Note, Stock Split, Conversion Ratio	0.01
Common Class A [Member] | Sponsor | Share price equals or exceeds $12.00
Related Party Transaction [Line Items]
Number of consecutive trading days for determining share price					20 days
Number of trading days for determining share price					30 days
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination					150 days
Share transfer trigger price per share | $ / shares					$ 12
Common Class A [Member] | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Temporary equity shares outstanding | shares			1,031,250		0
Class B common stock | Founder Shares
Related Party Transaction [Line Items]
Common stock, threshold percentage on conversion of shares					20%
Class B common stock | Sponsor | Founder Shares
Related Party Transaction [Line Items]
Stock shares issued during the period for services Shares | shares			7,906,250
Stock shares issued during the period for services value			$ 25,000

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details) - Foresight Acquisition Corp [Member] $ in Millions	11 Months Ended
	Dec. 02, 2021 USD ($)
Percentage of Underwriting Fee on IPO Proceeds	3.50%
Business combination costs	$ 8,500,000

CLASS A COMMON STOCK SUBJECT _2

CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION (Details) - Class A common - Foresight Acquisition Corp	Dec. 02, 2021 Vote $ / shares shares	Dec. 31, 2020 shares
Temporary Equity [Line Items]
Temporary Equity, Shares Authorized	200,000,000
Temporary Equity, Par or Stated Value Per Share | $ / shares	$ 0.0001
Number of votes per share | Vote	1
Temporary equity, shares issued	31,625,000	0
Temporary equity shares outstanding	31,625,000	0
Conversion of Class B To Class A Common Stock [Member]
Temporary Equity [Line Items]
Minimum threshold percentage of common stock outstanding on conversion from one class to another	20%

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	Dec. 02, 2021 $ / shares shares	Oct. 04, 2021	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock authorized			10,000,000
Preferred stock, par value | $ / shares			$ 0.0001
Preferred stock issued			0
Preferred stock outstanding			0
Foresight Acquisition Corp
Class of Stock [Line Items]
Preferred stock authorized	1,000,000				1,000,000
Preferred stock, par value | $ / shares	$ 0.0001				$ 0.0001
Preferred stock issued	0				0
Preferred stock outstanding	0				0
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized			800,000,000	800,000,000
Common stock par or stated value per share | $ / shares			$ 0.0001	$ 0.0001
Common stock shares issued			41,578,890	41,578,890
Common stock shares outstanding			41,578,890	41,578,890
Common Class A [Member] | Foresight Acquisition Corp
Class of Stock [Line Items]
Common stock shares authorized	200,000,000				200,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001				$ 0.0001
Common Stock Voting Rights	one vote for each share
Common stock shares issued	832,500				7,906,250
Common stock shares outstanding	832,500				7,906,250
Conversion ratio		0.01
Class B common stock | Foresight Acquisition Corp
Class of Stock [Line Items]
Common stock shares authorized	20,000,000				20,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001				$ 0.0001
Common stock shares issued	7,906,250				7,906,250
Common stock shares outstanding	7,906,250				7,906,250

INCOME TAX - Net deferred tax a

INCOME TAX - Net deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 02, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforward	$ 17,601	$ 6,922
Total deferred tax assets	43,727	11,464
Valuation Allowance	(43,558)	(9,621)
Net deferred tax assets	$ 169	$ 1,843
Foresight Acquisition Corp
Deferred tax assets
Net operating loss carryforward			$ 38,800	$ 480
Startup/Organization Expenses			4,728,629
Total deferred tax assets			4,767,429	480
Valuation Allowance			$ (4,767,429)	$ (480)

INCOME TAX - Income tax provisi

INCOME TAX - Income tax provision (benefit) (Details) - USD ($)	4 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Current			$ 111,000
Current			1,751,000
Total income tax expense			$ 1,862,000
Foresight Acquisition Corp [Member]
Deferred benefit	$ (480)	$ (4,773,438)
Change in valuation allowance	$ 480	$ 4,773,438		$ 4,773,438

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	4 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 02, 2021	Dec. 31, 2021	Dec. 31, 2022
INCOME TAX
Net operating loss carryovers				$ 31,400,000
Foresight Acquisition Corp
INCOME TAX
Net operating loss carryovers maximum offset percentage		80%
Change in valuation allowance	$ 480	$ 4,773,438	$ 4,773,438
U.S. federal | Foresight Acquisition Corp
INCOME TAX
Net operating loss carryovers	$ 2,286	$ 182,476

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of federal statutory income tax rate (Details)	4 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 02, 2021	Dec. 31, 2022
Income tax provision			(0.10%)
Foresight Acquisition Corp
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of warrant liabilities	0%	(1.76%)
Transaction costs incurred in connection with IPO	0%	0%
Fair value of warrant liability in excess of proceeds from Private Placement	0%	0%
Change in valuation allowance	(21.00%)	(19.24%)
Income tax provision	0%	0%

WARRANT LIABILITIES (Details)

WARRANT LIABILITIES (Details) - Foresight Acquisition Corp [Member]	11 Months Ended
	Dec. 02, 2021 $ / shares
Event Triggering Warrant Redemption [Member]
Class of Warrant or Right [Line Items]
Share price	$ 9.20
Proceeds from equity proceeds from business combination as a percentage of total equity proceeds	60%
Number of trading days	20 days
Volume weighted average price per share	$ 9.20
Event Triggering Warrant Redemption [Member] | Trigger Price One [Member]
Class of Warrant or Right [Line Items]
Redemption trigger price as a percentage of newly issued price	115%
Class of warrants or rights redemption trigger price	$ 18
Event Triggering Warrant Redemption [Member] | Trigger Price Two [Member]
Class of Warrant or Right [Line Items]
Redemption trigger price as a percentage of newly issued price	180%
Public Warrants
Class of Warrant or Right [Line Items]
Number of days from which warrants become exercisable after the completion of business combination	30 days
Number of Months from which warrants become exercisable after the completion of Business Combination	12 months
Expected term of warrants	5 years
Number of business days after the closing of business combination made efforts for SEC registration statement	20 days
Number of business days within which registration statement shall be effective on closure of business combination	60 days
Private Placement Warrants [Member] | Share Price Equals Or Exceeds 18 Usd [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights redemption per share	$ 0.01
Warrant redemption,minimum days for prior written notice of redemption	30 days
Share price	$ 18
Number of consecutive trading days to determine call of warrant redemption	20 days
Number of trading days to determine call of warrant redemption	30 days
Private Placement Warrants [Member] | Share Price Equals Or Exceeds 10 Usd [Member]
Class of Warrant or Right [Line Items]
Class of warrants or rights redemption per share	$ 0.10
Warrant redemption,minimum days for prior written notice of redemption	30 days
Share price	$ 10
Threshold period common stock available during the redemption Period	30 days

FAIR VALUE MEASUREMENTS - Summa

FAIR VALUE MEASUREMENTS - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Foresight Acquisition Corp	Dec. 02, 2021 USD ($)
Public Warrants
Liabilities:
Warrant Liability	$ 12,860,834
Private Placement Warrants [Member]
Liabilities:
Warrant Liability	288,925
Underwriter Warrants [Member]
Liabilities:
Warrant Liability	$ 63,500

FAIR VALUE MEASUREMENTS - Sum_2

FAIR VALUE MEASUREMENTS - Summary of Fair Value Measurement Inputs and Valuation Techniques (Details) - Private Placement Warrants [Member] - Foresight Acquisition Corp	Dec. 03, 2021 Y item $ / shares	Feb. 12, 2021 Y item $ / shares
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | item	0.0113	0.0056
Trading days per year [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | Y	252	252
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | item	0.210	0.178
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | $ / shares	11.50	11.50
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | $ / shares	9.48	9.65

FAIR VALUE MEASUREMENTS - Sum_3

FAIR VALUE MEASUREMENTS - Summary of Change in the Fair Value of the Warrant Liabilities (Details) - Foresight Acquisition Corp	11 Months Ended
	Dec. 02, 2021 USD ($)
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Initial measurement on February 12, 2021 (including over-allotment)	$ 280,875
Change in valuation inputs or other assumptions	71,550
Ending Balance	352,425
Public Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Initial measurement on February 12, 2021 (including over-allotment)	10,857,917
Change in valuation inputs or other assumptions	2,002,917
Ending Balance	12,860,834
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
Initial measurement on February 12, 2021 (including over-allotment)	11,138,792
Change in valuation inputs or other assumptions	2,074,467
Ending Balance	$ 13,213,259

FAIR VALUE MEASUREMENTS - Addit

FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($)			10 Months Ended	12 Months Ended
	Dec. 02, 2021	Feb. 12, 2021	Dec. 02, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Aggregate value of warrants				$ 643,000
Foresight Acquisition Corp [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Transfers out of Level 3			$ 12,860,834
Public Warrants | Foresight Acquisition Corp [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 1.27	$ 1.03	$ 1.27
Aggregate value of warrants	$ 12,800,000	$ 10,800,000
Private Placement Warrants [Member] | Foresight Acquisition Corp [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Exercise price	$ 1.22	$ 1.05	$ 1.22
Aggregate value of warrants	$ 300,000	$ 200,000

SUBSEQUENT EVENTS (Details)_2

SUBSEQUENT EVENTS (Details) - P3 Health Group, LLC [Member] - Foresight Acquisition Corp	Dec. 03, 2021
Subsequent Event [Line Items]
Business acquisition, percentage of voting interest acquired	17.10%
Subsequent Event
Subsequent Event [Line Items]
Business acquisition, percentage of voting interest acquired	17.10%