Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In light of recent comments issued by the U.S. Securities and Exchange
Commission (the "SEC"), the management of Foresight Acquisition Corp. (the
"Company") has re-evaluated the Company's application of ASC 480-10-S99-3A to
its accounting classification of its redeemable shares of Class A common stock,
par value $0.0001 per share (the "Public Shares"), issued as part of the units
sold in the Company's initial public offering (the "IPO") in February 2021.
Historically, a portion of the Public Shares was classified as permanent equity
to maintain net tangible assets greater than $5,000,000 on the basis that the
Company will consummate its initial business combination only if the Company has
net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the
Company's management has determined that the Public Shares include certain
provisions that require classification of the Public Shares as temporary equity
regardless of the minimum net tangible assets required to complete the Company's
initial business combination.
As a result of the foregoing, on November 15, 2021, the audit committee of the
Company's board of directors concluded, after discussion with the Company's
management and Marcum LLP, the Company's independent registered public
accounting firm, that the Company's previously issued (i) audited balance sheet
as of February 12, 2021, as previously restated in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on May 25, 2021 (the "Q1 Form 10-Q"), (ii) unaudited interim financial
statements for the quarterly period ended March 31, 2021, included in the Q1
Form 10-Q and (iii) unaudited interim financial statements included in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2021, filed with the SEC on August 20, 2021 (collectively, the "Affected
Periods"), should be restated to report all Public Shares as temporary equity
and should no longer be relied upon. As such, the Company is restating its
financial statements for the Affected Periods and intends to include a footnote
in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021
(the "Q3 Form 10-Q"), reflecting the restatement for the Affected Periods.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO.
Under the supervision and with the participation of the Company's management,
including the Company's principal executive officer and principal financial and
accounting officer, the Company conducted an evaluation of the effectiveness of
its disclosure controls and procedures as of the end of the fiscal quarter ended
September 30, 2021. Based on this evaluation, the Company's principal executive
officer and principal financial and accounting officer have concluded that as of
September 30, 2021, the Company's disclosure controls and procedures were not
effective, due to the material weakness in analyzing complex financial
instruments including the proper accounting for warrants as liabilities and the
proper classification of redeemable Class A ordinary stock as temporary equity.
The Company's remediation plan with respect to such material weakness will be
described in more detail in the Q3 Form 10-Q.
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