BB's Stock Haven

[Helter Skelter]

PIII (+48% @ 2.45) investors have some shares to sell. Let's see how they work all these shares into the mix...

P3 Health Partners Inc.

139,847,114 Shares of Class A Common Stock

Offered by the Selling Stockholders

This prospectus relates to the proposed resale or other disposition by the Selling Stockholders (as defined herein) identified in this prospectus of up to an aggregate of 139,847,114 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) of P3 Health Partners Inc. (the “Company”), of which 69,157,145 shares are presently issued and outstanding, 59,934,479 shares are issuable upon exercise of warrants to purchase shares of Class A Common Stock (the “Common Warrants”) and 10,755,490 shares are issuable upon exercise of pre-funded warrants to purchase shares of Class A Common Stock (the “Pre-Funded Warrants”). The shares being offered were issued and sold to accredited investors in a private placement (the “2023 Private Placement”), which closed on April 6, 2023. We are not selling any shares of Class A Common Stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of Class A Common Stock by the selling stockholders.

The Selling Stockholders and any of their pledgees, donees, transferees, assignees or other successors-in- interest may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Class A Common Stock or interests in shares of Class A Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See the disclosure under the heading “Plan of Distribution” elsewhere in this prospectus for more information about how the Selling Stockholders may sell or otherwise dispose of their shares of Class A Common Stock hereunder.

The Selling Stockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the Selling Stockholders may sell their shares of Class A Common Stock hereunder following the effective date of the registration statement of which this prospectus forms a part.

Our Class A Common Stock trades on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbol “PIII”. On April 28, 2023, the closing sale price of our Class A Common Stock as reported by Nasdaq was $ 1.27 per share.