United States securities and exchange commission logo
October 20, 2021
Michael Balkin
Chief Executive Officer
Foresight Acquisition Corp.
233 Michigan Avenue
Chicago, Illinois
Re: Foresight
Acquisition Corp.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed October 6,
2021
File No. 001-40033
Dear Mr. Balkin:
We have reviewed your filing and have the following comments. If
you do not believe
our comments apply to your facts and circumstances, please tell us why
in your response. After
reviewing your response to these comments, we may have additional
comments.
Revised Preliminary Proxy Statement on Schedule 14A
Stockholder Proposal No. 1--The Business Combinations Proposal
Background of the Business Combinations, page 152
1. We reissue comments 18
and 21 to the extent that the background section does not
adequately describe the
alternative potential targets considered by Foresight, what
consideration was given
to them, and when and why those targets ceased to be under
consideration. Revise
the background section to also address other discussions that
occurred while
negotiations were taking place with P3, indicate when those potential
targets were addressed
with the Foresight Board, and more fully describe at what point
and by which party the
negotiations ended.
2. We reissue comment 23
to the extent that it is not clear if the drafts exchanged on March
25, 2021 are described
to the extent material. You explain that Foresight provided a
version that P3
rejected and that P3 responded with a revised draft, but you do not disclose
the changes made in
that draft. It appears that those change may be the ones finally
accepted. Please
clarify the disclosure on page 156.
Certain Unaudited P3 Prospective Financial Information, page 163
3. Revise the heading of
this section and to eliminate the term "certain" and otherwise clarify
that you have disclosed
all material projections provided to Foresight by P3. Disclose the
Michael Balkin
Foresight Acquisition Corp.
October 20, 2021
Page 2
date on which the projections were disclosed. If P3 provided multiple
sets of projections,
disclose whether the changes were material, and if so, disclose the
material changes.
Information About P3
Overview, page 212
4. We reissue comment 25. You have not explained how your business model
works in
conjunction with various state licensing laws and regulations, or how you
maintain
standards in affiliated practices over which you have no control. For
example, provide
additional information regarding your annual credentialing process. Also
clarify how the
announced acquisition fits with your business model.
5. We reissue comment 26 in part. We note the revised disclosure on pages
226-227;
however, to the extent you have announced you are expanding in
California, revise to
address the relevant California laws and regulations regarding the State
corporate practice
of medicine, fee-splitting and related material regulations affecting
your industry.
6. We reissue comment 27. Revise the disclosure on page 223, titled
"Expansion in Current
Markets" to identify your current markets, that is, the four states in
which you currently
operate, to provide context to the statements in that section.
Beneficial Ownership of Securities, page 282
7. Revise the table to reflect all shares beneficially owned, including, for
example, those
indirectly owned as a result of ownership of a membership interest in the
Sponsor and
currently omitted pursuant to footnote 4.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kristin Lochhead at (202) 551-3664 or Terence O'Brien
at (202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Abby Adams at (202) 551-6902 or Celeste Murphy at (2020
551-
3257 with any other questions.
Sincerely,
FirstName LastNameMichael Balkin
Division of
Corporation Finance
Comapany NameForesight Acquisition Corp.
Office of Life
Sciences
October 20, 2021 Page 2
cc: Laurie L. Green, Esq.
FirstName LastName