FHLTU Future Health ESG Corporation

As previously announced, on March 8, 2023, the board of directors of Future Health ESG Corp. (the “Company”) declared a special warrant dividend providing that all public 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 would receive one warrant (each, a “Warrant”) for each share of Common Stock held. On March 28, 2023, the Company completed the dividend issuance of 1,591,537 Warrants. In connection with such dividend issuance, the Company and Continental Stock Transfer & Trust Companyentered into a Special Warrant Agreement, dated as of March 28, 2023 (the “Warrant Agreement”). Pursuant to the Warrant Agreement, 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. The Warrants 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.

The foregoing description of the Warrant Agreement is a summary only and is qualified in its entirety by the full text of the Warrant Agreement, a copy of which is attached hereto as Exhibit 10.1, which is incorporated herein by reference.

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.