Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 001-38645 Future Health ESG Corp. (Exact name of Registrant as specified in its Charter) | Delaware | 86-2305680 | | -- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO FORM 10-Q Commission File Number 001-40788 Future Health ESG Corp. | (Exact name of Registrant as specified in its Charter) | | | | --- | --- | --- | | De ...

Table of Contents 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 June 30, 2023 OR ☐ 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) | | | | --- | --- | --- | | Delawar ...

Table of Contents 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 OR ☐ 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- ...

Business Combination and Financial Concerns - The company expects to complete a business combination by December 31, 2023, raising doubts about its ability to continue as a going concern [125]. - If the company does not complete the business combination, public stockholders may receive only $10.05 per share upon liquidation [134]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001 [130]. - The ability of public stockholders to redeem shares may deter potential business combination targets [130]. - The company may face challenges in completing a business combination due to market conditions and the ongoing COVID-19 pandemic [134]. - If a significant number of shares are redeemed, it may limit the company's ability to complete the most desirable business combination [131]. - The company may need to reserve cash in the trust account to meet closing conditions for the business combination [131]. - Public stockholders may not have the opportunity to vote on the business combination if the company opts for a tender offer instead [126]. - The company may enter into transactions with affiliates to influence the outcome of the business combination [136]. - If the initial business combination is not completed by December 31, 2023, public stockholders may receive approximately $10.05 per share or less upon liquidation [142]. - The company may depend on loans from initial stockholders or management to fund operations if trust account funds are insufficient [143]. - The company has not yet selected a specific target business for its initial business combination, making it difficult to assess potential risks and merits [147]. - The company may pursue acquisition opportunities outside of its management's areas of expertise, which could affect the evaluation of significant risk factors [148]. - The existence of registration rights for initial stockholders may complicate the completion of the initial business combination and negatively impact the market price of common stock [146]. - The company may enter into a business combination with a target that does not meet its established criteria and guidelines, potentially affecting the success of the combination [149]. - The company may seek acquisition opportunities with early-stage or financially unstable businesses, exposing it to volatile revenues and intense competition [150]. - If the funds held in the trust account are insufficient, it could limit the ability to fund the search for a target business [143]. - The company may be forced to liquidate if it cannot complete its initial business combination, resulting in potential losses for public stockholders [142]. - The company anticipates that if it cannot complete its initial business combination, public stockholders may receive approximately $10.05 per share upon liquidation of the trust account [153]. - The founders hold 3,770,201 founder shares, which will be worthless if the initial business combination is not completed, creating a potential conflict of interest [157]. - Initial stockholders paid approximately $0.006 per founder share, leading to a potential profit of approximately $37.1 million if the business combination is successful [159]. - The company may incur substantial debt to complete a business combination, which could negatively impact stockholder value and financial condition [161]. - There is a risk that the company may only complete one business combination, leading to a lack of diversification and increased operational risks [164]. - The company may attempt to complete multiple business combinations simultaneously, which could increase costs and risks, negatively impacting profitability [165]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a majority of stockholders do not agree with [169]. - The company may pursue a business combination with a private company, which could result in a less profitable outcome than expected due to limited available information [167]. - The management's ability to maintain control of the target business post-combination may be uncertain, potentially affecting operational success [168]. - If the company fails to complete its initial business combination, stockholders may face a loss greater than $0.25 per share, depending on market conditions [159]. - The company may face challenges in obtaining additional financing for its initial business combination, which could lead to restructuring or abandonment of the transaction [171]. - Funds held in the trust account may not be sufficient for the initial business combination, potentially requiring additional financing or abandonment of the target business [171]. - The COVID-19 pandemic and other events could materially adversely affect the search for a business combination and the operations of potential target businesses [173]. - Increased competition among special purpose acquisition companies (SPACs) may lead to a scarcity of attractive targets, raising costs and complicating the identification of suitable candidates [175]. - The company may issue shares at a price lower than the prevailing market price during the initial business combination, potentially impacting shareholder value [177]. - If pursuing international targets, the company may encounter additional risks such as regulatory compliance and currency fluctuations [178]. - The management team may not be familiar with U.S. securities laws post-business combination, leading to potential regulatory issues [181]. - The departure of key personnel from the target business could negatively impact operations and profitability after the business combination [188]. - Key personnel may negotiate employment agreements that could create conflicts of interest regarding the business combination [189]. - The company does not expect any of its key personnel to remain after the initial business combination, which may affect continuity and operational success [190]. - The company may face conflicts of interest as officers and directors are affiliated with entities engaged in similar business activities [191]. - There is no policy prohibiting officers and directors from having financial interests in transactions involving the company, which may lead to conflicts [195]. - The company may pursue business combinations with target businesses affiliated with its initial stockholders, officers, or directors, raising potential conflicts of interest [196]. Regulatory and Compliance Issues - The company must maintain a minimum stockholders' deficit of $2,500,000 and a minimum of 300 round-lot holders to remain listed on Nasdaq [201]. - If Nasdaq delists the company's securities, they may be quoted on an over-the-counter market, leading to reduced liquidity and increased regulatory scrutiny [202]. - The company does not intend to comply with certain Delaware General Corporation Law procedures, which may increase stockholder liability [219]. - The company may face additional regulatory burdens if deemed an investment company, which could hinder its ability to complete the business combination [242]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an initial business combination [264]. - The company’s amended and restated certificate of incorporation includes provisions that may inhibit takeovers, potentially limiting stock price appreciation [266]. - The company has designated the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions, which may limit stockholders' ability to pursue claims in favorable jurisdictions [268]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities to investors [259]. - The company may remain a smaller reporting company until the market value of its common stock held by non-affiliates exceeds $250 million or annual revenues exceed $100 million [263]. Financial Instruments and Shareholder Rights - The company may redeem public warrants at a price of $0.01 if the common stock price exceeds $18.00 for a specified period [229]. - Redemption of outstanding warrants could force holders to exercise or sell at disadvantageous times [230]. - None of the private placement warrants are redeemable by the company [231]. - The company has outstanding warrants to purchase 10,000,000 shares of common stock at a price of $11.50 per share, along with 7,375,000 private placement warrants at the same exercise price [232]. - If additional shares of common stock are issued at an effective price of less than $9.20 per share, the exercise price of the warrants will be adjusted to 115% of the greater of the market value and the newly issued price [236]. - The company plans to hold all funds in the trust account in cash prior to the end of the 24-month period after the IPO registration statement to mitigate the risk of being deemed an investment company [243]. - Claims from third parties could reduce the proceeds held in the trust account, potentially lowering the per-share redemption amount for stockholders [208]. - Future Health ESG Associates 1, LLC may be liable if claims reduce trust account funds below $10.05 per public share [211]. - Independent directors may choose not to enforce indemnification obligations, potentially reducing trust account funds below $10.05 per share [212]. - Trust account proceeds could yield negative interest rates, affecting the per-share redemption amount for public shareholders [213]. - If bankruptcy occurs after distributing trust account proceeds, stockholders may face claims for recovery of those proceeds [216]. - Stockholders may be liable for claims against the corporation to the extent of distributions received upon redemption of shares [218].

Table of Contents 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 September 30, 2022 OR ☐ 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 | --- | --- | |-------------------------------------------------------------------------------------------|---- ...

Table of Contents 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 June 30, 2022 OR ☐ 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 | --- | --- | |-------------------------------------------------------------------------------------------|--------- ...

Table of Contents 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 OR ☐ 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 | --- | --- | |-------------------------------------------------------------------------------------------|-------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ 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 001-38645 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Secur ...

Table of Contents or 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 September 30, 2021 ☐ 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 | --- | --- | --- | --- | |----------------------------------------------------------------------------------- ...