Item 8.01 Other Events
On March 8, 2023, the board of directors of Future Health ESG Corp. (the
"Company") declared a special warrant dividend providing that all holders of
record of the Company's common stock, par value $0.0001 per share (the "Common
Stock") as of the record date of March 21, 2023 are to receive one warrant for
each share of Common Stock held. The warrant dividend is being issued in
connection with the "Non-redemption Incentive Program" as described in the
definitive proxy statement on Schedule 14A the Company filed with the Securities
and Exchange Commission (the "SEC") on November 22, 2022. The warrant dividend
is expected to be issued on or about March 28, 2023. Each warrant will entitle
the holder to purchase one share of Common Stock at an exercise price of $10.00
per share following the closing of the Company's initial business combination
and prior to December 31, 2028 and will include an antidilution feature wherein
the exercise price will be adjusted on the second anniversary of closing the
Company's initial business combination (the "Adjustment Date") to the lower of
$10.00 or the volume weighted average price of the Common Stock during the five
trading days immediately preceding the Adjustment Date.
The warrants are not expected to be listed on The Nasdaq Capital Market. The
shares of Common Stock issuable upon the exercise of the warrants are expected
to be registered on a registration statement on Form S-4 (the "Registration
Statement") the Company intends to file with the SEC in connection with its
initial business combination.
This Form 8-K shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
jurisdiction. Any offer of securities covered by the Registration Statement will
be made solely by means of a prospectus included in the Registration Statement.
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