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, 2022

☐ 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. YES ◻ NO ⌧

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 April 14, 2022, 25,000,000 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’ EQUITY (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		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
PART II - OTHER INFORMATION		20
Item 1. Legal Proceedings.		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		22
SIGNATURES		23


	March 31, 2022		December 31,
	(unaudited)		2021
ASSETS
Current assets:
Cash	$	1,129,587	$	1,446,482
Prepaid expenses		168,916		108,150
Total current assets		1,298,503		1,554,632
Marketable securities held in Trust Account		201,020,753		201,004,349
Other assets		54,076		74,371
Total Assets	$	202,373,332	$	202,633,352

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	—	$	20,904
Franchise tax payable		—		62,299
Accrued expenses		16,326		40,581
Total current liabilities		16,326		123,784
Deferred underwriting and advisory fees payable		9,000,000		9,000,000
Total liabilities		9,016,326		9,123,784

Commitments and Contingencies (Note 5):
Common stock subject to possible redemption, 20,000,000 shares at $10.05 per share		201,000,000		201,000,000

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		(7,643,494)		(7,490,932)
Total stockholders' deficit		(7,642,994)		(7,490,432)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	202,373,332	$	202,633,352


			For the Period From
	For the Three Months		February 25, 2021 (Inception)
	Ended March 31, 2022		Through March 31, 2021
General and administrative expenses	$	120,284	$	778
Franchise tax expense		50,000		—
Loss from operations		(170,284)		(778)
Interest income on cash balance		1,318		8
Gain on marketable securities (net), dividends and interest, held in Trust Account		16,404		—
Net Loss	$	(152,562)	$	(770)

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

Weighted average shares outstanding of non-redeemable common stock, basic and diluted⁽¹⁾		5,000,000		5,000,000
Basic and diluted net loss per share, non-redeemable common stock	$	(0.01)	$	(0.00)


	For the Period from February 25, 2021 (Inception) Through March 31, 2021
	Common Stock Subject						Additional				Total
	to Possible Redemption			Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of February 25, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of common stock to Sponsor⁽¹⁾	—		—	5,750,000		575		32,758		—		33,333
Net Loss	—		—	—		—		—		(770)		(770)
Balance as of March 31, 2021 (unaudited)	—	$	—	5,750,000	$	575	$	32,758	$	(770)	$	32,563


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: April 14, 2022	By:	/s/ Bradley A. Bostic
	Name:	Bradley A. Bostic
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: April 14, 2022	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.