Excelera DCE entered into a definitive business combination agreement to acquire Future Health ESG Corp. (NasdaqCM : FHLT) from a group of shareholders for approximately $590 million in a reverse merger transaction.
The transaction is subject to approval by Future Health's shareholders and other customary closing conditions. The consummation of the Business Combination is conditioned upon, among other things, (a) receipt of the Future Health stockholders' approval, (b) if applicable, effectiveness of the Registration Statement filed by Future Health in connection with the Business Combination, no stop order having been issued by the U.S. Securities and Exchange Commissions remaining in effect with respect to the Registration Statement, and no proceeding seeking such a stop order having been pending before or threatened by the SEC, (c) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (d) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act. The transaction has been unanimously approved by the Boards of Excelera and Future Health. The transaction is expected to close during the second half of 2022.
Cantor Fitzgerald & Co., BTIG, LLC, and Roth Capital Partners, LLC are acting as capital markets advisors to Future Health. Richard DiStefano and Brian North of Buchanan Ingersoll & Rooney PC is serving as legal counsel to Exceler. Ari Edelman, Jeremy Earl, Matthew J. Perreault, Steven Hadjilogiou, Michelle S. Strowhiro and Sunyi Snow of McDermott Will & Emery LLP is serving as legal counsel and legal due diligence provider to Future Health. Continental Stock Transfer & Trust Company is the Future Health's escrow and transfer agent. ROTH Capital Partners, LLC acted as financial advisor to FHLT for a fee of $300,000.