UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40788

Future Health ESG Corp.

(Exact name of Registrant as specified in its Charter)

Delaware

86-2305680

(State or other jurisdiction of
incorporation or organization)
8 The Green
Suite 12081
Dover, DE
(Address of principal executive offices)

(I.R.S. Employer
Identification No.)

19901

(Zip Code)

(833) 388-8734

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant	FHLTU	The Nasdaq Stock Market LLC
Common stock par value $0.0001 per share	FHLT	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	FHLTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

As of May 8, 2023, 6,591,537 shares of common stock, par value $0.0001 per share, were issued and outstanding.


PART I – FINANCIAL INFORMATION		1
Item 1. Interim Financial Statements (Unaudited)		1
BALANCE SHEETS (Unaudited)		1
STATEMENTS OF OPERATIONS (Unaudited)		2
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT (Unaudited)		3
STATEMENTS OF CASH FLOWS (Unaudited)		4
NOTES TO FINANCIAL STATEMENTS (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures About Market Risk		21
Item 4. Controls and Procedures		22
PART II - OTHER INFORMATION		22
Item 1. Legal Proceedings.		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		24
SIGNATURES		25


	March 31,		December 31,
	2023		2022
ASSETS	(Unaudited)
Current assets:
Cash	$	679,414	$	837,692
Prepaid expenses		112,408		89,446
Total current assets		791,822		927,138
Marketable securities held in Trust Account		16,505,866		16,331,249
Total Assets	$	17,297,688	$	17,258,387

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses and accounts payable	$	1,148,527	$	1,050,386
Franchise and income taxes payable		309,833		264,859
Total current liabilities		1,458,360		1,315,245
Deferred underwriting and advisory fees payable		9,000,000		9,000,000
Total liabilities		10,458,360		10,315,245

Commitments and Contingencies (Note 5):
Common stock subject to possible redemption; 1,591,537 shares issued and outstanding at redemption value of $10.37 and $10.26 per share as of March 31, 2023 and December 31, 2022, respectively		16,505,866		16,331,249

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 5,000,000 shares issued and outstanding		500		500
Additional paid-in capital		—		—
Accumulated deficit		(9,667,038)		(9,388,607)
Total stockholders’ deficit		(9,666,538)		(9,388,107)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	17,297,688	$	17,258,387




	For the Three Months Ended
	March 31,
	2023		2022
General and administrative expenses	$	239,509	$	120,284
Franchise tax expense		8,903		50,000
Loss from operations		(248,412)		(170,284)

Other income:
Interest income on cash balance		6,052		1,318
Gain on marketable securities (net), dividends and interest, held in Trust Account		174,617		16,404
Total other income, net		180,669		17,722
Loss before provision for income taxes		(67,743)		(152,562)
Provision for income taxes		(36,071)		—
Net loss	$	(103,814)	$	(152,562)

Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		1,591,537		20,000,000
Basic and diluted net loss per share, common stock subject to possible redemption	$	(0.02)	$	(0.01)

Weighted average shares outstanding of non-redeemable common stock, basic and diluted		5,000,000		5,000,000
Basic and diluted net loss per share, non-redeemable common stock	$	(0.02)	$	(0.01)


	FOR THE THREE MONTHS ENDED MARCH 31, 2023
	Common Stock Subject						Additional				Total
	to Possible Redemption			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2022	1,591,537	$	16,331,249	5,000,000	$	500	$	—	$	(9,388,607)	$	(9,388,107)
Remeasurement adjustment on redeemable common stock	—		174,617	—		—		—		(174,617)		(174,617)
Net loss	—		—	—		—		—		(103,814)		(103,814)
Balance as of March 31, 2023	1,591,537	$	16,505,866	5,000,000	$	500	$	—	$	(9,667,038)	$	(9,666,538)


	For the Three Months Ended March 31,
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(103,814)	$	(152,562)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account		(174,617)		(16,404)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(22,962)		(40,471)
Franchise and income taxes payable		44,974		—
Accounts payable and accrued expenses		98,141		(107,458)
Net cash used in operating activities		(158,278)		(316,895)
Net decrease in cash		(158,278)		(316,895)
Cash - beginning of period		837,692		1,446,482
Cash - end of period	$	679,414	$	1,129,587

Supplemental disclosure of noncash investing and financing activities:
Remeasurement adjustment on redeemable common stock	$	174,617	$	—


Common stock subject to possible redemption, December 31, 2021	$	201,000,000
Less:
Redemption of common stock		(186,626,233)
Plus:
Remeasurement of carrying value to redemption value		1,957,482
Common stock subject to possible redemption, December 31, 2022	$	16,331,249
Plus:
Remeasurement of carrying value to redemption value		174,617
Common stock subject to possible redemption, March 31, 2023	$	16,505,866


Exhibit Number		Description of Document
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	Future Health ESG Corp.

Date: May 8, 2023	By:	/s/ Bradley A. Bostic
	Name:	Bradley A. Bostic
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 8, 2023	By:	/s/ Travis A. Morgan
	Name:	Travis A. Morgan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Future Health ESG Corp.