Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

On December 9, 2022, Future Health ESG Corp., a Delaware corporation (the "Company"), held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial business combination (the "Initial Business Combination") from December 14, 2022 to December 31, 2023. On December 9, 2022, the Company filed a copy of the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company's stockholders approved the Charter Amendment extending the date by which the Company must consummate the Initial Business Combination from December 14, 2022 to December 31, 2023 (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:





   For       Against   Abstain
19,732,100    3,058       0

In connection with the Meeting, stockholders holding 18,408,463 shares of the Company's common stock (the "public shares") exercised their right to redeem their shares for a pro rata portion of the funds in the Company's trust account (the "Trust Account"). As a result, approximately $187 million (approximately $10.14 per public share) will be removed from the Trust Account to pay such holders and approximately $16 million will remain in the Trust Account. Following redemptions, the Company will have 6,591,537 public shares outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:






Exhibit No.   Description of Exhibits
  3.1           Amendment to the Amended and Restated Certificate of Incorporation,
              filed on December 9, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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