United States securities and exchange commission logo





                             April 20, 2021

       Bradley A. Bostic
       Chief Executive Officer
       Future Health ESG Corp.
       8 The Green, Suite #12081
       Dover, DE 19901

                                                        Re: Future Health ESG
Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed March 24,
2021
                                                            CIK No. 0001851182

       Dear Mr. Bostic:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 filed March 24, 2021

       Since our initial stockholders will lose their entire investment in us
if our initial business
       combination is not completed..., page 35

   1.                                                   We note disclosure in
the first full risk factor on page 35 and elsewhere regarding
                                                        conflicts of interest
in circumstances where the founder shares become worthless without
                                                        an initial business
combination. Please disclose in quantitative and qualitative terms how
                                                        economic incentives
could result in substantial misalignment of interests where an initial
                                                        business combination
does occur. For example, since your founders acquired a 20% stake
                                                        for a nominal amount,
approximately $0.007 per share, and the offering is for $10.00 a
                                                        share, the founders
could make a substantial profit after the initial business combination
                                                        even if holders of the
public shares experience substantial losses. Please revise here and
 Bradley A. Bostic
Future Health ESG Corp.
April 20, 2021
Page 2
       your other risk factors accordingly.
Capitalization, page 61

2.     We note in the capitalization table that you present 14,597,499 shares
subject to possible
       redemption in the mezzanine equity caption as compared to 14,072,499
shares in
       the permanent equity caption. Additionally, the 14,072,499 shares is
also used in
       footnotes 5 and 6 in your summary financial data on page 26. Please
revise or advise.
3.     As a related matter, please reconcile the 4,677,501 shares issued and
outstanding as
       adjusted in the permanent equity section with the 4,152,501 shares in
your dilution
       disclosures on page 60.
Public Stockholders Warrants, page 105

4.     We note your disclosure in this section that you    are not registering
the shares of common
       stock issuable upon exercise of the warrants at this time.    Please
reconcile this disclosure
       with your fee table and other related disclosure or advise.
       You may contact Li Xiao at (202) 551-4391 or Lynn Dicker at (202)
551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Joe McCann at (202) 551-6262 with
any other
questions.



                                                             Sincerely,
FirstName LastNameBradley A. Bostic
                                                             Division of
Corporation Finance
Comapany NameFuture Health ESG Corp.
                                                             Office of Life
Sciences
April 20, 2021 Page 2
cc:       Yelena M. Barychev, Esq.
FirstName LastName