Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by Foresight in presentations for certain of Foresight's stockholders and other persons regarding the proposed transactions.
The foregoing exhibits and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information and Where to Find It
The proposed business combination will be submitted to stockholders of Foresight
for their consideration. Foresight intends to file a proxy statement (the "Proxy
Statement") with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the business combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither P3 nor Foresight is making an offer of the Securities in any state or jurisdiction where the offer is not permitted.
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Participants in Solicitation
Foresight, P3 and certain of their respective directors, executive officers and
other members of management and employees may, under
Cautionary Statement Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate," "believe,"
"seek," "target" or other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
estimates and forecasts of financial and performance metrics and expectations
and timing related to potential benefits, terms and timing of the transaction.
These statements are based on various assumptions, whether or not identified in
this Current Report on Form 8-K, and on the current expectations of P3 and
Foresight's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of P3 and Foresight. These forward-looking statements are
subject to a number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
business combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed business combination or that the approval of the stockholders of
Foresight or P3 is not obtained; failure to realize the anticipated benefits of
the proposed business combination; risks relating to the uncertainty of the
projected financial information with respect to P3; future global, regional or
local economic and market conditions; the development, effects and enforcement
of laws and regulations; P3's ability to manage future growth; P3's ability to
develop new products and solutions, bring them to market in a timely manner, and
make enhancements to its platform; the effects of competition on P3's future
business; the amount of redemption requests made by Foresight's public
stockholders; the ability of Foresight or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination
or in the future; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries; and those factors
discussed in Foresight's Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Joint Press Release of theRegistrant and P3 Health Partners , datedMay 25, 2021 . 99.2 Investor Presentation. 4
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