Sec Form 4 Filing - Future Health ESG Associates 1, LLC @ Future Health ESG Corp. - 2024-03-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Future Health ESG Associates 1, LLC
2. Issuer Name and Ticker or Trading Symbol
Future Health ESG Corp. [ FHLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FUTURE HEALTH ESG CORP., 8 THE GREEN, SUITE #12081
3. Date of Earliest Transaction (MM/DD/YY)
03/26/2024
(Street)
DOVER, DE19901
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.0001 per share 03/26/2024 S( 1 )( 2 )( 3 ) 1,703,486 D 921,514 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Future Health ESG Associates 1, LLC
C/O FUTURE HEALTH ESG CORP.
8 THE GREEN, SUITE #12081
DOVER, DE19901
X
Signatures
/s/ Travis A. Morgan, By: Travis A. Morgan, Manager 04/16/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 26, 2024, pursuant to that certain Purchase and Sponsor Handover Agreement entered into on February 23, 2024 (as amended to date, the "Purchase and Sponsor Handover Agreement") by and among Future Health ESG Corp. (the "Issuer"), Future Health ESG Associates 1, LLC (the "Sponsor") and Blufire Capital Limited (the "New Sponsor"), the Sponsor transferred 1,698,486 shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") to the New Sponsor in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement (together, the "Sponsor Handover"), pursuant to which
( 2 )(i) the Sponsor and certain insiders and anchor investors of the Issuer transferred and assigned 3,020,202 shares of Common Stock and 3,875,000 warrants to purchase shares of Common Stock in exchange for the New Sponsor assuming certain liabilities in an aggregate amount of approximately $500,000 of the Issuer and the Sponsor, including all ongoing expenses associated with and expected for the consummation of an initial business combination, costs and expenses incurred by the Issuer in the ordinary course of business or in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement, and $250,000 in cash payable upon the execution of a letter of intent to enter into a business combination by the Issuer with a potential target, and
( 3 )(ii) the New Sponsor became the sponsor of the Issuer, as more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2024. In connection with the Sponsor Handover, the Sponsor also transferred 5,000 founder shares to an advisory and strategic communications firm as payment for certain investor relations and advisory services.

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