Full Press Release Details
INDEX TO FINANCIAL STATEMENT
| Page | ||||
| Audited Financial Statement of Foresight Acquisition Corp.: | ||||
| Report of Independent Registered Public Accounting Firm | F-2 | |||
| Balance Sheet as of February 12, 2021 | F-3 | |||
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Foresight Acquisition Corp. (the Company ) as of February 12, 2021 and the related notes
(collectively referred to as the financial statement ). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of February 12, 2021 in conformity with accounting
principles generally accepted in the United States of America.
This financial statement is the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial
statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit
in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company s auditor since 2020.
FORESIGHT ACQUISITION CORP.
| ASSETS | ||||
| Current Asset cash | $ | 1,852,988 | ||
| Cash held in Trust Account | 316,250,000 | |||
| Total Assets | $ | 318,102,988 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||
| Current Liabilities: | ||||
| Accrued expenses | $ | 2,286 | ||
| Accrued offering costs | 330,955 | |||
| Total Current Liabilities | 333,241 | |||
| Commitments | ||||
| Class A common stock subject to possible redemption, 31,276,974 shares at redemption value | 312,769,740 | |||
| Stockholders Equity: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
| Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,180,526 issued and outstanding (excluding 31,276,974 shares subject to possible redemption) | 118 | |||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,906,250 shares issued and outstanding | 791 | |||
| Additional paid-in capital | 5,001,384 | |||
| Accumulated deficit | (2,286 | ) | ||
| Total Stockholders Equity | 5,000,007 | |||
| Total Liabilities and Stockholders Equity | $ | 318,102,988 |
The accompanying notes are an integral part of this financial statement.
FORESIGHT ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
NOTE 1 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
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 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.
February 12, 2021, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through February 12, 2021 relates to the Company s formation and the initial public offering
( Initial Public Offering ), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
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.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 825,000 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. In addition, cash of $1,852,988 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.
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, 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 of 1940, as amended (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.
The Company s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of
Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination
successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below)
(excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business
FORESIGHT ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
The Company will provide the holders of the outstanding Public Shares (the Public Stockholders )
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a
tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a
pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the
completion of a Business Combination with respect to the Company s warrants.
The Company will only proceed with a Business Combination if the
Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not
required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the
Certificate of Incorporation ), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission ( SEC ) and file tender offer documents with the SEC prior to completing a Business
Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to
redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote
their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public
Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of
Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a group (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the Exchange Act )), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The Sponsors have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Placement Shares and Public Shares held by them
in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination by February 12,
2023, (as such period may be extended, the Combination Period ) and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company s obligation to allow redemptions
in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other provision relating to stockholders
rights or pre-business combination activity, unless the Company provides the Public
FORESIGHT ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
However, if the Sponsors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the
If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company s remaining stockholders and the Company s board of directors, dissolve and liquidate, subject in each case to the Company s obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third
party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust
assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims
under the Company s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act ). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company s independent registered accounting firm), prospective target businesses and other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Risks and Uncertainties
Management is currently
evaluating 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 statement. The financial statement does not include any adjustments that might result from the outcome of this
Going Concern and Management s Plan
Prior to the completion of the initial public offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which
is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was
released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company s liquidity and financial condition and determined that sufficient capital exists to sustain operations through
February 20, 2022 and therefore substantial doubt has been alleviated