Commitments and Contingencies	6 Months Ended
Jun. 30, 2022
Commitments and Contingencies.
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement and Advisory Fees The Company paid an underwriting discount of 2.0% of the per Unit offering price to Cantor Fitzgerald & Co at the closing of the Initial Public Offering, with an additional fee of 4.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination, of which $8,700,000 will be paid to Cantor Fitzgerald & Co and $300,000 will be paid to Roth Capital Partners, LLC, an independent financial advisor to the Company. On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment whereby Cantor will accept 272,727 unrestricted shares of common stock (the “Deferred Stock Consideration”) in exchange for reducing the cash portion of deferred underwriting fees to $5,700,000. In the event the Company is unable to issue such unrestricted shares of Common Stock, Cantor Fitzgerald (together with any of its affiliates or accounts over which it and/or its affiliates have discretionary authority, the “Cantor Parties”) may elect (in its sole discretion) to purchase shares of Common Stock in the open market from stockholders of the Company who cancel their previously delivered notice of redemption after the applicable redemption deadline (“Purchased Shares”) and continue to hold such Purchased Shares through the closing of the Excelera Transaction, then the number of Deferred Fee Shares to be issued to Cantor Fitzgerald will be reduced by the number of shares of Common Stock so purchased and held by Cantor Parties. If Cantor Parties make any such purchases, the Company shall pay cash to Cantor Fitzgerald in an amount equal to the aggregate amount of each Purchased Share multiplied by the purchase price paid by the Cantor Parties for such Purchased Share; provided that in no event shall the Company pay more than $10.05 per Purchased Share to Cantor Fitzgerald. Management expects to issue all 272,727 unrestricted Deferred Fee Shares, and that there will be no Purchased Shares or cash payment by the Company therefore. The Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 during the three months ended June 30, 2022 to reflect the difference between the fair value of the Deferred Stock Consideration at June 30,2022, as compared to the $3,000,000 deferred underwriting fees expected to be satisfied by issuance of the Stock Consideration rather than cash. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date. The Company has entered into capital markets advisory agreements with multiple advisors pursuant to which fees will be paid in an aggregate amount of up to 2% of the cash retained from the trust account (net of redemptions) plus any gross proceeds raised in a financing relating to an Initial Business Combination. The capital markets advisory fees are contingent on both the consummation and the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the unaudited financial statements. Business Combination Agreement On June 13, 2022, the Company entered into a Business Combination Agreement to acquire 100% of the equity of Excelera DCE, Inc. (“Excelera”) from its parent company for consideration of 40,000,000 shares of common stock, plus an additional 20,000,000 shares of common stock issuable when and if Excelera reports quarterly revenue of at least $150,000,000 within 5 years following closing. In connection with the business combination, the Company announced a fully subscribed Private Investment in Public Equity (“PIPE”) of $100 million at $11.00 per common share, and a $20 million Forward Purchase Agreement with Excelera’s largest current investor. The Company expects to close the Business Combination during the second half of 2022. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K as filed with the SEC on June 16, 2022, which contains full details of the business combination and related transactions. PIPE Subscription Agreement On June 13, 2022, the Company entered into a Subscription Agreement with Variant Capital Limited (“Variant”) pursuant to which, among other things, the PIPE Investor agreed to purchase an aggregate of 9,090,909 shares of Future Health Common Stock immediately prior to the Business Combination at a cash purchase price of $11.00 per share, resulting in aggregate proceeds of $100,000,000 (the “PIPE Investment”) to be placed in an escrow account by no later than 5 days following the delivery of PCAOB audited financial statements of Excelera, or such later date as approved by the Company. The Subscription Agreement contains customary representations, warranties, covenants, agreements of Future Health and the PIPE Investor. The Subscription Agreement includes customary closing conditions. The PIPE Investor has the right to terminate the Subscription Agreement if the transactions contemplated in the Business Combination Agreement have not been consummated by December 14, 2022. The Escrow Agreement terminates on December 14, 2022 unless extended at the Company’s discretion. Disbursement of funds from the escrow account to the Company is subject only to written instruction from the Company to the escrow agent that all conditions for release of funds have been met for closing of the PIPE Investment. Any investment income earned on amounts held in escrow will accrue to the benefit of the PIPE Investor. As of June 30, 2022, no funds had been placed in escrow. Forward Purchase Agreement On June 13, 2022, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with Hakim Holding Group Limited (the “FPA Investor”), pursuant to which, among other things, the FPA Investor agreed to purchase shares of Future Health Common Stock in open market purchases at an aggregate purchase price of $20,000,000 (the “Forward Purchase Shares”) beginning on June 13, 2022 and ending on the date which is two (2) business days prior to the date of special meeting of Future Health’s stockholders called in connection with the Business Combination (the “Purchase Deadline”); provided, however, that in no event shall the FPA Investor be required to purchase Forward Purchase Shares at a price in excess $11.00 per share. In the event the FPA Investor purchases less than $20,000,000 of Forward Purchase Shares by the Purchase Deadline, the FPA Investor shall purchase from Future Health, immediately prior to the Business Combination, the requisite number of additional shares at $11.00 per share to satisfy the unfulfilled portion of the $20,000,000 purchase commitment (the Forward Purchase Shares together with the Additional Shares, the “FPA Investment”). The Forward Purchase Agreement contains customary representations, warranties, covenants and agreements of Future Health and the FPA Investor. The Forward Purchase Agreement shall terminate on the earlier of (i) the closing of the Business Combination and (ii) the later of (x) December 14, 2022 and (y) if Future Health’s stockholders approve an extension of the date by which Future Health must consummate a business combination, such later date as approved by Future Health’s stockholders. Shares purchased in the open market pursuant to the Forward Purchase Agreement cannot be redeemed unless a Business Combination is not consummated and the Company is required to liquidate. The FPA investor is obligated to report all open market purchases to the Company in writing. As of June 30, 2022, no open market purchases had been so reported. The Company has evaluated the accounting for the Forward Purchase Agreement, concluding it represents a derivative liability under ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock. At June 30, 2022 the fair value was insignificant, as the Company’s stock price was below the Forward Purchase Agreement contracted sales price of $11.00 per share.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Advisory Fees

The Company paid an underwriting discount of 2.0% of the per Unit offering price to Cantor Fitzgerald & Co at the closing of the Initial Public Offering, with an additional fee of 4.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination, of which $8,700,000 will be paid to Cantor Fitzgerald & Co and $300,000 will be paid to Roth Capital Partners, LLC, an independent financial advisor to the Company. On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment whereby Cantor will accept 272,727 unrestricted shares of common stock (the “Deferred Stock Consideration”) in exchange for reducing the cash portion of deferred underwriting fees to $5,700,000. In the event the Company is unable to issue such unrestricted shares of Common Stock, Cantor Fitzgerald (together with any of its affiliates or accounts over which it and/or its affiliates have discretionary authority, the “Cantor Parties”) may elect (in its sole discretion) to purchase shares of Common Stock in the open market from stockholders of the Company who cancel their previously delivered notice of redemption after the applicable redemption deadline (“Purchased Shares”) and continue to hold such Purchased Shares through the closing of the Excelera Transaction, then the number of Deferred Fee Shares to be issued to Cantor Fitzgerald will be reduced by the number of shares of Common Stock so purchased and held by Cantor Parties. If Cantor Parties make any such purchases, the Company shall pay cash to Cantor Fitzgerald in an amount equal to the aggregate amount of each Purchased Share multiplied by the purchase price paid by the Cantor Parties for such Purchased Share; provided that in no event shall the Company pay more than $10.05 per Purchased Share to Cantor Fitzgerald. Management expects to issue all 272,727 unrestricted Deferred Fee Shares, and that there will be no Purchased Shares or cash payment by the Company therefore. The Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 during the three months ended June 30, 2022 to reflect the difference between the fair value of the Deferred Stock Consideration at June 30,2022, as compared to the $3,000,000 deferred underwriting fees expected to be satisfied by issuance of the Stock Consideration rather than cash. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date.

The Company has entered into capital markets advisory agreements with multiple advisors pursuant to which fees will be paid in an aggregate amount of up to 2% of the cash retained from the trust account (net of redemptions) plus any gross proceeds raised in a financing relating to an Initial Business Combination. The capital markets advisory fees are contingent on both the consummation and

the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the unaudited financial statements.

Business Combination Agreement

On June 13, 2022, the Company entered into a Business Combination Agreement to acquire 100% of the equity of Excelera DCE, Inc. (“Excelera”) from its parent company for consideration of 40,000,000 shares of common stock, plus an additional 20,000,000 shares of common stock issuable when and if Excelera reports quarterly revenue of at least $150,000,000 within 5 years following closing. In connection with the business combination, the Company announced a fully subscribed Private Investment in Public Equity (“PIPE”) of $100 million at $11.00 per common share, and a $20 million Forward Purchase Agreement with Excelera’s largest current investor. The Company expects to close the Business Combination during the second half of 2022. The accompanying unaudited financial statements should be read in conjunction with the Company’s Current Report on Form 8-K as filed with the SEC on June 16, 2022, which contains full details of the business combination and related transactions.

PIPE Subscription Agreement

On June 13, 2022, the Company entered into a Subscription Agreement with Variant Capital Limited (“Variant”) pursuant to which, among other things, the PIPE Investor agreed to purchase an aggregate of 9,090,909 shares of Future Health Common Stock immediately prior to the Business Combination at a cash purchase price of $11.00 per share, resulting in aggregate proceeds of $100,000,000 (the “PIPE Investment”) to be placed in an escrow account by no later than 5 days following the delivery of PCAOB audited financial statements of Excelera, or such later date as approved by the Company. The Subscription Agreement contains customary representations, warranties, covenants, agreements of Future Health and the PIPE Investor. The Subscription Agreement includes customary closing conditions. The PIPE Investor has the right to terminate the Subscription Agreement if the transactions contemplated in the Business Combination Agreement have not been consummated by December 14, 2022. The Escrow Agreement terminates on December 14, 2022 unless extended at the Company’s discretion. Disbursement of funds from the escrow account to the Company is subject only to written instruction from the Company to the escrow agent that all conditions for release of funds have been met for closing of the PIPE Investment. Any investment income earned on amounts held in escrow will accrue to the benefit of the PIPE Investor. As of June 30, 2022, no funds had been placed in escrow.

Forward Purchase Agreement

On June 13, 2022, the Company entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with Hakim Holding Group Limited (the “FPA Investor”), pursuant to which, among other things, the FPA Investor agreed to purchase shares of Future Health Common Stock in open market purchases at an aggregate purchase price of $20,000,000 (the “Forward Purchase Shares”) beginning on June 13, 2022 and ending on the date which is two (2) business days prior to the date of special meeting of Future Health’s stockholders called in connection with the Business Combination (the “Purchase Deadline”); provided, however, that in no event shall the FPA Investor be required to purchase Forward Purchase Shares at a price in excess $11.00 per share. In the event the FPA Investor purchases less than $20,000,000 of Forward Purchase Shares by the Purchase Deadline, the FPA Investor shall purchase from Future Health, immediately prior to the Business Combination, the requisite number of additional shares at $11.00 per share to satisfy the unfulfilled portion of the $20,000,000 purchase commitment (the Forward Purchase Shares together with the Additional Shares, the “FPA Investment”). The Forward Purchase Agreement contains customary representations, warranties, covenants and agreements of Future Health and the FPA Investor. The Forward Purchase Agreement shall terminate on the earlier of (i) the closing of the Business Combination and (ii) the later of (x) December 14, 2022 and (y) if Future Health’s stockholders approve an extension of the date by which Future Health must consummate a business combination, such later date as approved by Future Health’s stockholders. Shares purchased in the open market pursuant to the Forward Purchase Agreement cannot be redeemed unless a Business Combination is not consummated and the Company is required to liquidate. The FPA investor is obligated to report all open market purchases to the Company in writing. As of June 30, 2022, no open market purchases had been so reported. The Company has evaluated the accounting for the Forward Purchase Agreement, concluding it represents a derivative liability under ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock. At June 30, 2022 the fair value was insignificant, as the Company’s stock price was below the Forward Purchase Agreement contracted sales price of $11.00 per share.