Future Health ESG : Certificate of Incorporation/Bylaws - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2023 (January 31, 2023)

Future Health ESG Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40788		86-2305680
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 The Green, Suite 12081

Dover, DE19901

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code): [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable Warrant		FHLTU		The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share		FHLT		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share		FHLTW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03.

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

On January 31, 2023, 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 decrease the number of authorized shares of common stock, par value $0.0001 per share, from 500,000,000 to 26,000,000. On January 31, 2023, 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 to decrease the number of authorized shares of common stock, par value $0.0001 per share, from 500,000,000 to 26,000,000 (the "Charter Amendment Proposal").

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

For			Against			Abstain
	4,802,623				0				0

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		Second Amendment to the Amended and Restated Certificate of Incorporation, filed on January 31, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 31, 2023

	FUTURE HEALTH ESG CORP.
	By:	/s/ Bradley A. Bostic
	Name:	Bradley A. Bostic
	Title:	Chief Executive Officer