P3 Health Partners Inc.

P3 Health Partners Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) within the prescribed time period because the Company requires additional time to compile information to finalize the consolidated financial statements for the year ended December 31, 2023 (the “2023 Financial Statements”) and related disclosures contained in the Form 10-K, and to complete its closing procedures for the Form 10-K. The Company has determined that previously reported material weaknesses in the Company’s internal controls over financial reporting continue to exist as of December 31, 2023. Based on currently available information, and consistent with the disclosures in the Company’s most recently filed Quarterly Reports on Form 10-Q, management anticipates that it will be disclosing in the Form 10-K substantial doubt about the Company’s ability to continue as a going concern as the Company does not currently have sufficient cash resources to support its planned operations for at least 12 months from the expected issuance date of the 2023 Financial Statements contained in the Form 10-K. The Company intends to file the Form 10-K within the extension period of 15 calendar days as provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended. Disclosure Regarding Forward-Looking Statements This Notification of Late Filing on Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements

P3 Health Partners, Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) within the prescribed time period. As a direct result of the late filing of the Company’s Form 10-K for the fiscal year ended December 31, 2021, there was a late start to the Company’s 2022 fiscal year-end close process. The delay in filing the Form 10-K is administrative in nature and the Company intends to file the Form 10-K as soon as practical within the extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended

P3 Health Partners Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022 (the “Second Quarter Form 10-Q”) within the prescribed time period due to delays in completion of the financial statements for the quarterly periods ended March 31, 2022 and June 30, 2022 and completion of the audit of the Company's financial statements for the fiscal year ended December 31, 2021. The delay in the issuance of the Company's audited financial statements for the fiscal years ended December 31, 2021, 2020 and 2019 is primarily attributable to the pending restatement (the “Restatement”) of the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 and unaudited condensed consolidated financial statements for the interim quarterly periods ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020 (the “Affected Periods”), as previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2022 (the “Non-Reliance 8-K”). In addition, subsequent to the filing of the Non-Reliance 8-K and the filing of the Company’s Form 12b-25 with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “First Quarter Form 10-Q”) on May 17, 2022, and as a result of the recent changes in the Company’s stock price, the passage of time, and management’s current assessment of forecasted liquidity conditions, management commenced an evaluation of potential impairments to goodwill and intangible assets for the fiscal year ended December 31, 2021 and the Company’s ability to continue as a going concern for a period of twelve months from the expected issuance date of the Company’s Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”)

P3 Health Partners Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (the “Form 10-Q”) within the prescribed time period due to delays in completion of the financial statements for the quarterly period ended March 31, 2022 and completion of the audit of the Company's financial statements for the fiscal year ended December 31, 2021. The delay in the issuance of the Company's audited financial statements for the fiscal years ended December 31, 2021, 2020 and 2019 is primarily attributable to the pending restatement of the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 and unaudited condensed consolidated financial statements for the interim quarterly periods ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020 (the “Affected Periods”), as previously disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2022. The Form 10-Q cannot be finalized until the restated financial statements for the Affected Periods are completed

P3 Health Partners, Inc. (the “Company”) will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) within the prescribed time period. The Company requires additional time to complete the accounting, financial statements and disclosures in the Form 10-K related to the completion of the Company’s business combination on December 3, 2021, due to the timing of the transaction and the extensive and complex accounting and disclosure requirements related to the business combination. The Company has dedicated significant resources to completing the Form 10-K and is working diligently to complete the necessary work to file the Form 10-K as soon as practical within the extension period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended

The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 cannot be filed within the prescribed time period because the Company requires additional time to review and finalize its financial statements to ensure adequate disclosure of the financial information required to be included in the Form 10-Q. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date

The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 cannot be filed within the prescribed time period because the Company requires additional time prepare and review its financial statements to insure adequate disclosure of the financial information required to be included in the Form 10-Q. The Company’s Quarterly Report on Form 10-Q will be filed on or before the 5th calendar day following the prescribed due date

Foresight Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date because the Company needs additional time to finalize the Company’s financial statements to be included in its Form 10-Q. The Company has reassessed its accounting for its warrants issued in February 2021 in light of the statement issued by the staff of the Securities and Exchange Commission on April 12, 2021 on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). Based on this reassessment, management determined that the Company’s private warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in the Company’s statement of operations each reporting period, which has resulted in a delay in finalizing the financial statements

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 cannot be filed within the prescribed time period because the Company requires additional time prepare and review its financial statements to insure adequate disclosure of the financial information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date