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Future Health ESG Corp. - FHLT

  • Commons

    $9.81

    -0.10%

    FHLT Vol: 10.0K

  • Warrants

    $0.45

    +0.02%

    FHLTW Vol: 91.6K

  • Units

    $11.02

    +0.00%

    FHLTU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 198.0M
Average Volume: 722.0
52W Range: $9.75 - $9.90
Weekly %: +0.20%
Monthly %: -0.72%
Inst Owners: 1

Info

Target: Searching
Days Since IPO: 136
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our common stock and one-half of one redeemable warrant
Trust Size: 20000000.0M

Management

Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of R. Mark Lubbers and Dr. F. John Mills, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Travis A. Morgan and Dr. Nancy L. Snyderman, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Bradley A. Bostic, will expire at our third annual meeting of shareholders. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors, or by holders of a majority of the outstanding shares of our common stock. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a President, Vice Presidents, Assistant Secretaries, and a Treasurer) as our board of directors from time to time may determine. 89 Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our officers or directors have received any compensation for services rendered to us. Our founders, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsors, officers, directors or our or any of their respective affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee will be R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman. R. Mark Lubbers will serve as chair of the audit committee. We expect our audit committee to have three “independent directors” within one year of the effective date of the registration statement of which this prospectus forms a part. Each member of the audit committee is financially literate and our board of directors has determined that R. Mark Lubbers qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: •assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; 90 •the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; •pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; •reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; •setting clear hiring policies for employees or former employees of the independent auditors; •setting clear policies for audit partner rotation in compliance with applicable laws and regulations; •obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; •meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; •reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and •reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman. Dr. F. John Mills will serve as chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibilities of the compensation committee, including: •reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; •reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; •reviewing our executive compensation policies and plans; •implementing and administering our incentive compensation equity-based remuneration plans; •assisting management in complying with our proxy statement and annual report disclosure requirements; •approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; •producing a report on executive compensation to be included in our annual proxy statement; and •reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 91 Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman. Dr. Nancy L. Snyderman will serve as chair of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: •identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board director candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; •developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; •coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and •reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Code of Ethics Prior to the closing of this offering, we will adopt a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have filed a copy of our form of our Code of Ethics as an exhibit to the registration statement of which this prospectus forms a part. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov and on our website. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Please see “Where You Can Find Additional Information.” Conflicts of Interest Our officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Additionally, our officers and directors may in the future become affiliated with entities that are engaged in a similar business, including other blank check companies that may have acquisition objectives that are similar to our company. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. 92 We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Potential investors should also be aware of the following other potential conflicts of interest: •None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. •In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation

Holder Stats

1 0
% of Shares Held by All Insider 17.54%
% of Shares Held by Institutions 6.68%
% of Float Held by Institutions 8.10%
Number of Institutions Holding Shares 1

SEC Filings

Form Type Form Description Filing Date Document Link
4 PRIMARY DOCUMENT 2021-12-13 https://www.sec.gov/Archives/edgar/data/1851182/000031206921000111/xslF345X03/primary_doc.xml
3 PRIMARY DOCUMENT 2021-12-13 https://www.sec.gov/Archives/edgar/data/1851182/000031206921000110/xslF345X02/primary_doc.xml
10-Q FORM 10-Q 2021-11-17 https://www.sec.gov/Archives/edgar/data/1851182/000141057821000321/fhltu-20210930x10q.htm
NT 10-Q NT 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921139585/tm2133039d1_nt10q.htm
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129992/xslF345X03/tm2131085-7_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129991/xslF345X03/tm2131085-6_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129990/xslF345X03/tm2131085-5_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129989/xslF345X03/tm2131085-4_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129987/xslF345X03/tm2131085-3_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129984/xslF345X03/tm2131085-2_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-26 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129982/xslF345X03/tm2131085-1_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129109/xslF345X03/tm2130003d1_4.xml
3 OWNERSHIP DOCUMENT 2021-10-22 https://www.sec.gov/Archives/edgar/data/1851182/000110465921129107/xslF345X02/tm2130002d1_3.xml
8-K FORM 8-K 2021-09-20 https://www.sec.gov/Archives/edgar/data/1851182/000110465921117433/tm2127930d1_8k.htm
SC 13G SC 13G 2021-09-20 https://www.sec.gov/Archives/edgar/data/1851182/000110465921117356/tm2128045d3_sc13g.htm
SC 13G 2021-09-20 https://www.sec.gov/Archives/edgar/data/1851182/000101143821000220/form_sc13g-future.htm
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116452/xslF345X03/tm2127753-6_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116451/xslF345X03/tm2127753-5_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116450/xslF345X03/tm2127753-4_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116448/xslF345X03/tm2127753-3_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116447/xslF345X03/tm2127753-2_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-09-16 https://www.sec.gov/Archives/edgar/data/1851182/000110465921116446/xslF345X03/tm2127753-1_4seq1.xml
8-K FORM 8-K 2021-09-14 https://www.sec.gov/Archives/edgar/data/1851182/000110465921115570/tm2127282d1_8k.htm
424B3 424B3 2021-09-10 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114477/tm219848-8_424b3.htm
EFFECT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/999999999521003458/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114335/xslF345X02/tm2127293-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114334/xslF345X02/tm2127293-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114333/xslF345X02/tm2127293-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114332/xslF345X02/tm2127293-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114331/xslF345X02/tm2127293-2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114330/xslF345X02/tm2127293-1_3seq1.xml
CERT 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000135445721001021/8A_Cert_FHLT.pdf
8-A12B 8-A12B 2021-09-09 https://www.sec.gov/Archives/edgar/data/1851182/000110465921114074/tm219848d7_8a12b.htm
CORRESP 2021-09-07 https://www.sec.gov/Archives/edgar/data/1851182/000110465921113372/filename1.htm
CORRESP 2021-09-07 https://www.sec.gov/Archives/edgar/data/1851182/000110465921113371/filename1.htm
S-1/A FORM S-1/A 2021-09-01 https://www.sec.gov/Archives/edgar/data/1851182/000110465921111735/tm219848d5_s1a.htm
CORRESP 2021-08-31 https://www.sec.gov/Archives/edgar/data/1851182/000110465921111742/filename1.htm
UPLOAD 2021-08-26 https://www.sec.gov/Archives/edgar/data/1851182/000000000021010474/filename1.pdf
S-1 FORM S-1 2021-08-19 https://www.sec.gov/Archives/edgar/data/1851182/000110465921107413/tm219848d4_s1.htm
DRSLTR 2021-06-04 https://www.sec.gov/Archives/edgar/data/1851182/000110465921076964/filename1.htm
DRS/A 2021-06-04 https://www.sec.gov/Archives/edgar/data/1851182/000110465921076962/filename1.htm
UPLOAD 2021-04-21 https://www.sec.gov/Archives/edgar/data/1851182/000000000021004912/filename1.pdf
DRS 2021-03-24 https://www.sec.gov/Archives/edgar/data/1851182/000110465921040491/filename1.htm