10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-40788

Future Health ESG Corp.

(Exact name of Registrant as specified in its Charter)

Delaware	86-2305680
(State or other jurisdiction of incorporation or organization) 8 The Green Suite 12081 Dover, DE (Address of principal executive offices)	(I.R.S. Employer Identification No.) ​ 19901 ​ (Zip Code)

(833) 388-8734

(Registrant’s telephone number, including area code)

Not Applicable

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

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒  NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒  NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated filer	☒

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒  NO ☐

As of November 14, 2022, 25,000,000 shares of common stock, par value $0.0001 per share, were issued and outstanding.

FUTURE HEALTH ESG CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1
Item 1. Interim Financial Statements (Unaudited)	1
BALANCE SHEETS (Unaudited)	1
STATEMENTS OF OPERATIONS (Unaudited)	2
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited)	3
STATEMENTS OF CASH FLOWS (Unaudited)	4
NOTES TO FINANCIAL STATEMENTS (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	23
PART II - OTHER INFORMATION	23
Item 1. Legal Proceedings.	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	25
SIGNATURES	26

i

PART I - FINANCIAL INFORMATION

Item 1.     Interim Financial Statements.

FUTURE HEALTH ESG CORP.

UNAUDITED BALANCE SHEETS

	September 30, 2022		December 31,
	(unaudited)		2021
ASSETS
Current assets:
Cash	$	604,730	$	1,446,482
Prepaid expenses		197,975		108,150
Total current assets		802,705		1,554,632
Marketable securities held in Trust Account		202,071,607		201,004,349
Other assets		—		74,371
Total Assets	$	202,874,312	$	202,633,352
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	917,139	$	20,904
Franchise and income taxes payable		279,598		62,299
Accrued expenses		15,450		40,581
Total current liabilities		1,212,187		123,784
Deferred underwriting and advisory fees payable		8,729,997		9,000,000
Total liabilities		9,942,184		9,123,784
Commitments and Contingencies (Note 5):
Common stock subject to possible redemption; 20,000,000 shares issued and outstanding		201,565,794		201,000,000
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.0001 par value; 500,000,000 shares authorized; 5,000,000 shares issued and outstanding		500		500
Additional paid-in capital		—		—
Accumulated deficit		(8,634,166)		(7,490,932)
Total stockholders’ deficit		(8,633,666)		(7,490,432)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	$	202,874,312	$	202,633,352

The accompanying notes are an integral part of these unaudited financial statements.

1

FUTURE HEALTH ESG CORP.

UNAUDITED STATEMENTS OF OPERATIONS

							For the Period from
							February 25, 2021
	For the Three Months Ended				For the Nine		(inception)
	September 30,				Months Ended		through
	2022		2021		September 30, 2022		September 30, 2021
General and administrative expenses	$	581,418	$	12,539	$	1,734,960	$	13,317
Franchise tax expense		50,000		50,000		150,000		50,000
Loss from operations		(631,418)		(62,539)		(1,884,960)		(63,317)
Interest income on cash balance		2,294		546		4,832		561
Gain on marketable securities (net), dividends and interest, held in Trust Account		908,234		537		1,210,039		537
Income (loss) before income taxes		279,110		(61,456)		(670,089)		(62,219)
Provision for income taxes		180,711		—		210,080		—
Net income (loss)	$	98,399	$	(61,456)	$	(880,169)	$	(62,219)
Weighted average shares outstanding of common stock subject to possible redemption, basic and diluted		20,000,000		4,395,604		20,000,000		1,843,318
Basic and diluted net income (loss) per share, common stock subject to possible redemption	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)
Weighted average shares outstanding of non-redeemable common stock, basic and diluted		5,000,000		5,000,000		5,000,000		5,000,000
Basic and diluted net income (loss) per share, non-redeemable common stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)

The accompanying notes are an integral part of these unaudited financial statements.

2

FUTURE HEALTH ESG CORP.

UNAUDITED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)

	For Three Months Ended September 30, 2021 and the Period From February 25, 2021 (Inception) Through September 30, 2021
	Common Stock Subject						Additional				Total
	to Possible Redemption			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of February 25, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of common stock to Sponsor	—		—	5,750,000		575		32,758		—		33,333
Net Loss	—		—	—		—		—		(770)		(770)
Balance as of March 31, 2021 (unaudited)	—	$	—	5,750,000	$	575	$	32,758	$	(770)	$	32,563
Net Income	—		—	—		—		—		7		7
Balance as of June 30, 2021 (unaudited)	—	$	—	5,750,000	$	575	$	32,758	$	(763)	$	32,570
Sale of Class A common stock shares	20,000,000		200,000,000	—		—		—		—		—
Deferred underwriting and advisory costs	—		(9,000,000)	—		—		—		—		—
Paid underwriting fees	—		(4,019,555)	—		—		—		—		—
Excess fair value over consideration of the founder shares offered to the anchor investors	—		(8,163,891)	—		—		—		8,163,891		8,163,891
Other offering costs paid	—		(671,735)	—		—		—		—		—
Sale of Private Placement Warrants	—		—	—		—		7,375,000		—		7,375,000
Remeasurement adjustment on redeemable common stock	—		22,855,181	—		—		(7,407,758)		(15,447,423)		(22,855,181)
Net Loss	—		—	—		—		—		(61,456)		(61,456)
Balance as of September 30, 2021 (unaudited)	20,000,000	$	201,000,000	5,750,000	$	575	$	—	$	(7,345,751)	$	(7,345,176)

	For the Three and Nine Months Ended September 30, 2022
	Common Stock Subject						Additional				Total
	to Possible Redemption			Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	20,000,000	$	201,000,000	5,000,000	$	500	$	—	$	(7,490,932)	$	(7,490,432)
Net loss	—		—	—		—		—		(152,562)		(152,562)
Balance as of March 31, 2022 (unaudited)	20,000,000	$	201,000,000	5,000,000	$	500	$	—	$	(7,643,494)	$	(7,642,994)
Adjustment to deferred underwriting and advisory fees payable	—		—	—		—		—		302,730		302,730
Remeasurement adjustment on redeemable common stock	—		163,373	—		—		—		(163,373)		(163,373)
Net loss	—		—	—		—		—		(826,007)		(826,007)
Balance as of June 30, 2022 (unaudited)	20,000,000	$	201,163,373	5,000,000	$	500	$	—	$	(8,330,144)	$	(8,329,644)
Remeasurement adjustment on redeemable common stock	—		402,421	—		—		—		(402,421)		(402,421)
Net Income	—		—	—		—		—		98,399		98,399
Balance as of September 30, 2022 (unaudited)	20,000,000	$	201,565,794	5,000,000	$	500	$	—	$	(8,634,166)	$	(8,633,666)

The accompanying notes are an integral part of these unaudited financial statements.

3

FUTURE HEALTH ESG CORP.

UNAUDITED STATEMENTS OF CASH FLOWS

			For the Period From
			February 25, 2021
	For the Nine Months		(Inception)
	Ended September 30,		Through September 30,
	2022		2021
Cash Flows from Operating Activities:
Net loss	$	(880,169)	$	(62,219)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to deferred underwriting and advisory fees payable		32,727		—
Gain on marketable securities (net), dividends and interest, held in Trust Account		(1,210,039)		(537)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(15,454)		(214,818)
Franchise and income taxes payable		217,299		50,000
Accounts payable and accrued expenses		871,103		58,766
Net cash used in operating activities		(984,533)		(168,808)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		—		(201,000,000)
Withdrawal of earnings from Trust Account		142,781		—
Net cash provided by (used in) investing activities		142,781		(201,000,000)
Cash Flows from Financing Activities:
Advances from related party		—		250,000
Repayment of note payable and advances from related party		—		(250,000)
Proceeds from issuance of common stock to Sponsor		—		33,333
Proceeds from sale of Class A common stock, net of transaction costs		—		195,308,710
Proceeds from sale of Private Placement Warrants		—		7,375,000
Net cash provided by financing activities		—		202,717,043
Net increase (decrease) in cash		(841,752)		1,548,235
Cash - beginning of period		1,446,482		—
Cash - end of period	$	604,730	$	1,548,235
Supplemental disclosure of noncash investing and financing activities:
Adjustment to deferred underwriting and advisory fees payable	$	(270,003)	$	9,000,000
Initial classification of common stock subject to possible redemption	$	—	$	200,000,000
Remeasurement adjustment on redeemable common stock	$	(565,794)	$	22,855,181
Excess of fair value of founder shares offered to the anchor investors	$	—	$	8,163,891

The accompanying notes are an integral part of these financial statements.

4

FUTURE HEALTH ESG CORP.

NOTES TO SEPTEMBER 30, 2022 UNAUDITED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Organization and General

Future Health ESG Corp. (the “Company”) is a blank check company incorporated in Delaware on February 25, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, and as such, the Company is subject to all the risks associated with emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering described below, and, since the initial public offering, the search for a target business for a Business Combination. See Note 5 for additional information regarding the Company’s pursuit of a Business Combination with Excelera DCE, Inc., a privately held California corporation (“Excelera”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents held in the trust and operating accounts. The Company has selected December 31 as its fiscal year end.

On September 9, 2021, (the “Company”) consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000, as further described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 7,375,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”) to Future Health ESG Associates 1, LLC (the “Sponsor”) and Cantor Fitzgerald & Co, generating gross proceeds to the Company of $7,375,000, as further described in Note 4.

Transaction costs amounted to $21,881,745, including $9,000,000 in deferred underwriting and advisory fees payable, $4,019,555 in upfront underwriting fees, $8,163,891 in offering costs allocated to the fair value of the common shares offered to anchor investors by certain related parties (see Note 3), and $698,299 in other offering costs related to the Initial Public Offering.

A total of $201,000,000 ($10.05 per redeemable share sold in the IPO), comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (“Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (by December 14, 2022) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within 15 months from the closing of the IPO, subject to applicable law. See Note 7 regarding the anticipated extension of time within which to complete a business combination.

5

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company provides the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders are entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (anticipated to be approximately $10.05 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting and advisory fees the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

6

If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (by December 14, 2022) (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See Note 7 regarding the anticipated extension of time within which to complete a business combination.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting and advisory fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.05 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Macroeconomic Risk

The securities and credit markets have been experiencing extreme volatility and disruption, which has increased due to the lingering supply chain effects of COVID-19; inflation rates not seen in decades; war in the Ukraine, and other macroeconomic factors. The availability of credit, from virtually all types of lenders, has at times been limited. In the event we need access to additional capital to pay our operating expenses or consummate a business combination, our ability to obtain such capital may be limited and the cost of any such capital may be significant. While it is reasonably possible that any of these macroeconomic factors could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments to reflect the outcome of this uncertainty.

7

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Going Concern

On a routine basis, the Company assesses going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern”. As of September 30, 2022, the Company had $604,730 in its operating bank account, $409,482 of working capital deficiency, and $202,071,607 of securities held in the Trust Account, of which $505,813 will be withdrawn to pay taxes (Note 7) and the remainder will be used for a Business Combination or to repurchase or redeem the Company’s common stock in the event that a Business Combination is not completed. Management believes that it will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing, however, there is a risk that the Company’s liquidity may not be sufficient, which raises substantial doubt about the Company’s ability to continue as a going concern. The Sponsor intends, but is not obligated to, provide the Company with Working Capital Loans to sustain operations in the event of a liquidity deficiency.

The Company has until December 14, 2022 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Management currently expects to request that shareholders approve an extension of time to close a Business Combination until December 31, 2023. While the Company expects to secure a shareholder approved extension and to complete a Business Combination prior to December 31, 2023, this date for mandatory liquidation and subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

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The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Net Income (Loss) Per Share of Common Stock

Income or loss per share of common stock is computed by dividing net loss by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

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The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. As of September 30, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Remeasurement adjustments on redeemable common stock are not considered in the calculation because redemption value closely approximates fair value.

							For the Period From
					For the Nine Months		February 25, 2021
	For the Three Months Ended September 30,				Ended		(Inception) through
	2022		2021		September 30, 2022		September 30, 2021
Redeemable Common Stock
Allocation of net income (loss)	$	78,719	$	(28,751)	$	(704,135)	$	(16,759)
Denominator:
Weighted average shares of redeemable common stock outstanding		20,000,000		4,395,604		20,000,000		1,843,318
Basic and Diluted Net Income (Loss) per Common Share, Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)
Non-Redeemable Common Stock
Allocation of net income (loss)	$	19,680	$	(32,705)	$	(176,034)	$	(45,460)
Denominator:
Weighted average shares of non-redeemable common stock outstanding		5,000,000		5,000,000		5,000,000		5,000,000
Basic and Diluted Net Income (Loss) per Common Share, Non-Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of the date of this quarterly report, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

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Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company’s marketable securities held in trust of $202,071,607 as of September 30, 2022, and $201,004,349 as of December 31, 2021 are deemed cash and cash equivalents which are considered level 1 classified. There were no transfers to and from Levels 1, 2, and 3 during the nine months ended September 30, 2022, or the period from February 25, 2021 (inception) through September 30, 2021.

Offering Costs

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were allocated to temporary equity or stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs were $21,881,745. The Company complies with the requirements of the ASC 340-10-S99-1.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The Company must then present them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in Note 6 do not exhibit any of the above characteristics and, therefore are outside the scope of ASC 480.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The 10,000,000 Public Warrants and 7,375,000 Private Placement Warrants, excluding over-allotment, were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant will be recorded as equity. The Company, therefore, accounts for its outstanding warrants as equity-classified instruments.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset was offset by a 100% valuation allowance.

The Company’s effective tax rate was 64.7% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and -31.4% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to the non-deductibility of Business Combination costs and changes in the valuation allowance on the deferred tax asset.

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ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $604,730 and $1,446,482 in cash (and no cash equivalents) as of September 30, 2022 and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

As of the date of this quarterly report, the assets held in the Trust Account were held in investments in money market funds. During the three and nine months ended September 30, 2022, the Company withdrew $0 and $142,781, respectively, from the Trust Account to pay taxes. The Company has the right to make further withdrawals from the Trust Account to pay additional taxes. Management expects the future interest earnings on the Trust Account to exceed any future tax withdrawals. See Note 7.

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Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock represented by Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement of initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit. For the three and nine months ended September 30, 2022, the Company recognized remeasurement adjustments of $402,421 and $565,794, respectively, for accretion of redeemable common stock to redemption value, with a corresponding addition to accumulated deficit to reflect gain on marketable securities (net), dividends and interest held in the Trust Account, net of amounts withdrawn and available to pay taxes.

Note 3 — Public Offering

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share.

Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 19,480,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata portion of 1,229,798 Founder Shares (defined below) from MB Equity, LLC, an affiliate of Bradley Bostic, the Company’s Chief Executive Officer and a director, and Travis Morgan, the Company’s Chief Financial Officer, and a director, at a price of $0.0058 per share.

The Company has determined the excess fair value of the Founder Shares sold to the anchor investors to be $8,163,891. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to common stock subject to possible redemption upon completion of the Initial Public Offering. In accordance with Staff Accounting Bulletin Topic 5T, a capital contribution from the founders was recorded in additional paid-in capital.

The underwriter did not exercise their overallotment option to purchase an additional 3,000,000 private warrants within the 45 day limit. Management determined the fair value of this option to be immaterial, therefore, the unaudited financial statements do not include any adjustments relating to the expiration of the overallotment option.

Note 4 — Related Party Transactions

Founder Shares

On March 3, 2021, entities affiliated with our executive officers acquired 4,312,500 founder shares, up to 562,500 of which were subject to forfeiture (the “Founder Shares”), for an aggregate purchase price of $25,000. Prior to the initial investment in the Company of $25,000 by its founders, the Company had no assets, tangible, or intangible. On July 16, 2021, the Company issued an additional 1,437,500 Founder Shares to the Sponsor, up to 187,500 of which were subject to forfeiture, in exchange for $8,333 in cash. All shares and associated amounts have been retroactively restated in the period from February 25, 2021 (Inception) through September 30, 2021 to reflect the additional Founder Shares. A total of 750,000 Founder Shares were forfeited by the Sponsor and affiliated entities upon the expiration of the Underwriter’s Overallotment option on October 24, 2021.

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The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”).

On March 23, 2021, the Sponsor sold an aggregate of 38,814 Founder Shares to directors at a price of $0.0058 per share. The Company determined the excess fair value over consideration paid for the Founder Shares transferred to be $46,288 as of the grant date. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820.

The sale of Founder Shares to members of the Company’s board of directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of September 30, 2022, a Business Combination had not yet been completed, therefore, no stock-based compensation expense has been recognized.

Related Party Loans

Future Health ESG Associates 1, LLC agreed to loan the Company up to $250,000 to cover expenses related to the Initial Public Offering pursuant to two promissory notes dated March 4, 2021 and August 24, 2021. These notes were non-interest bearing and payable on the earlier of March 31, 2022 and the closing of the Initial Public Offering. The Company borrowed a total of $250,000 prior to the Initial Public Offering, and subsequently repaid the full balance after the closing of the Initial Public Offering. There was no outstanding balance on the notes as of the date of this quarterly report.

Private Placement Warrants

On September 9, 2021, the Company entered into Private Placement Warrants Purchase Agreements for the private sale (the “Private Placement”) of 7,375,000 warrants to its initial stockholders and Cantor Fitzgerald & Co (such warrants, collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, for gross proceeds to the Company of up to $7,375,000. Each whole warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 (as amended, the “Securities Act”).

The purchasers of the Private Placement Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

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Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

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.

Business Combination and Related Agreements

On June 13, 2022, the Company entered into several agreements relating to the acquisition of Excelera. All agreements with and relating to the acquisition of Excelera (collectively, the “Excelera Business Combination Agreements”) were subsequently terminated and are of no further force or effect (see Note 7).

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 (the “Original Underwriting Agreement”). On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment to the Original Underwriting Agreement, exclusively with respect to closing a Business Combination with Excelera, 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. During the quarter ended June 30, 2022, the Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 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. For the three months ended September 30, 2022, the Company recognized an expense and corresponding increase of $32,727 in deferred underwriting fees to reflect the change in fair value of the Deferred Stock Consideration. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date. Effective October 31, 2022, the amendment to the Original Underwriting Agreement was terminated in conjunction with termination of the Excelera Business Combination Agreements (Note 7).

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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.

Note 6 — Stockholders’ Deficit

Preferred Stock — The Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of the September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 25,000,000 shares of common stock issued and outstanding. 20,000,000 of outstanding common stock shares were issued in conjunction with the IPO and are redeemable at a price of $10.05 per share. Redeemable common stock shares are classified as temporary equity and are excluded from total stockholders’ deficit. The remaining 5,000,000 outstanding shares of common stock are non-redeemable Founder Shares and are included in total stockholders’ deficit. As of September 30, 2022, there were 9,090,909 shares of common stock subscribed but not issued pursuant to a subscription agreement and 272,727 shares of common stock were subscribed but not issued pursuant to the amended underwriting agreement as discussed in Note 5 both of which were subsequently terminated (Note 7).

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units (which occurred on December 9, 2021) and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company has agreed that as soon as practicable after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed. If, at any time beginning on the 61st business day after the closing of our initial business combination, the shares of common stock issuable upon exercise of the public warrants are not covered by an effective registration statement, the holders of the public warrants will be entitled to exercise such warrants on a cashless basis. However, no public warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Both Public and Private Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if, in connection with an initial business combination, (x) the Company issues additional shares of common stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions) and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable by the Company, (ii) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis, (iv) they are subject to registration rights and (v) Cantor Fitzgerald & Co. has agreed that it shall have the right to exercise the Private Placement Warrants until, and shall forfeit to us

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for cancellation any Private Placement Warrants held by it on, the date that is five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A).

Redemption of public warrants: Once the public warrants become exercisable, the Company may redeem the outstanding public warrants for cash (except as described herein with respect to the Private Placement Warrants):

● In whole and not in part;

● At a price of $0.01 per warrant;

● Upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the last reported sale price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Note 7 — Subsequent Events

Management has evaluated the impact of subsequent events that occurred after the balance sheet date up to the date the unaudited financial statements were issued and, except as disclosed below, has not identified any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

On October 18, 2022, the Company withdrew $505,813 from the trust account in order to pay taxes, as permitted by the Trust Agreement. The remaining balance held in the trust as of October 31, 2022 was $202,054,188.

As previously reported in Forms 8-K filed with the SEC on October 12, 2022 and November 1, 2022, respectively, the Subscription Agreement discussed in Note 6, and the Excelera Business Combination Agreements dated June 13, 2022 have been terminated.

On November 9, 2022, the company filed a preliminary proxy statement with the SEC on Schedule 14A providing notice of a special meeting during which stockholders will vote on a proposal to extend the date by which the Company must consummate a business combination until December 31, 2023. The proposal would also permit the existing public stockholders to submit their shares for redemption up through the date of the vote. It is uncertain whether the Company's stockholders will approve the extension and how many shares will be tendered for redemption.

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Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Future Health,” “our,” “us” or “we” refer to Future Health ESG Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Risk Factors”.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”), and declared effective on September 9, 2021, and the Company’s annual report Form 10-K filed with the SEC on March 28, 2022. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Future Health is a blank check company incorporated in Delaware on February 25, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our business combination using cash from the proceeds of our initial public offering and the sale of the private warrants, our capital stock, debt, or a combination of cash, stock, and debt. The Company is an “emerging growth company”, and as such, the Company is subject to all the risks associated with emerging growth companies.

Results of Operations

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through September 30, 2022 relates to the Company’s formation and initial public offering described below and, since the initial public offering, the search for a target business for a Business Combination. See Note 5 in the unaudited financial statements for additional information regarding the Company’s pursuit of a Business Combination with Excelera DCE, Inc., a privately held California corporation (“Excelera”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

On September 9, 2021, the Company consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000.

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Simultaneously with the closing of the IPO, the Company completed the private sale of 7,375,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”), to Future Health ESG Associates 1, LLC (the “Sponsor”) and Cantor Fitzgerald & Co, generating gross proceeds to the Company of $7,375,000.

From the proceeds of the IPO and the Private Placement, an aggregate of $201,000,000 was placed into a trust account for the benefit of the Company’s public stockholders to fund redemptions of the shares of common stock held by the Company’s public stockholders (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the requirements of Rule 2(a)(7) of the Investment Company Act, until the earlier of (i) the consummation of a business combination or (ii) the distribution of the Trust Account.

Transaction costs amounted to $21,855,745, including $9,000,000 in deferred underwriting and advisory fees payable, $4,019,555 in upfront underwriting fees, $8,163,891 in offering costs allocated to anchor investors, and $698,299 in other offering costs related to the IPO.

On June 13, 2022, the Company entered into a business combination agreement with Excelera DCE, Inc., which was subsequently terminated on October 31, 2022.

For the three months ended September 30, 2022, we earned net income of $98,399, which consisted of interest income on our cash balance of $2,294 and net gains on marketable securities held in our trust account of $908,234, offset by operating costs of $631,418 and provision for income taxes of $180,711. The increase in operating costs during the current period relates primarily to legal and other fees associated with the proposed acquisition of Excelera, which was subsequently terminated.

For the three months ended September 30, 2021, we incurred a net loss of $61,456, consisting of operating costs of $62,539, partially offset by interest income on our cash balance of $546 and net gains on marketable securities held in our trust account of $537.

For the nine months ended September 30, 2022, we incurred a net loss of $880,169, which consisted of operating costs of $1,884,960 and provision for income taxes of $210,080, partially offset by interest income on our cash balance of $4,832 and net gains on marketable securities held in our trust account of $1,210,039. The increase in operating costs during the current period relates primarily to legal and other fees associated with the proposed acquisition of Excelera, which was subsequently terminated.

For the period from February 25, 2021 (inception) through September 30, 2021, we incurred a net loss of $62,219, which consisted of operating costs of $63,317, partially offset by interest income on our cash balance of $561 and net gains on marketable securities held in our trust account of $537.

Liquidity and Capital Resources

On September 9, 2021, the Company consummated the IPO of 20,000,000 units. Each Unit consists of one share of common stock and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. Simultaneously with the closing of the IPO, the Company completed the Private Placement of 7,375,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor and Cantor Fitzgerald & Co, generating gross proceeds to the Company of $7,375,000.

Following the IPO and the sale of the Private Placement Warrants, $201,000,000 ($10.05 per redeemable share sold in the IPO) was placed in the Trust Account. We incurred $21,881,745 in transaction costs, including $9,000,000 in deferred underwriting and advisory fees payable, $4,019,555 in upfront underwriting fees, $8,163,891 in offering costs allocated to the fair value of the common shares sold to anchor investors by certain related parties, and $698,299 of other offering costs related to the IPO.

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For the nine months ended September 30, 2022, cash used in operating activities was $984,533, comprised of a net loss of $880,169, gain on marketable securities (net), dividends and interest held in Trust Account of $1,210,039 and $1,105,675 in cash provided by changes in operating assets and liabilities. Cash provided by investing activities was $142,781, representing the withdrawal of gains on marketable securities held in the Trust Account to fund payment of Delaware franchise tax obligations as permitted by the trust agreement.

For the period from February 25, 2021 (inception) through September 30, 2021, cash used in operating activities was $168,808, comprised of a net loss of $62,219, gain on marketable securities (net), dividends and interest held in Trust Account of $537, and $106,052 in cash used by changes in operating assets and liabilities. Cash used by investing activities was $201,000,000, representing the investment of IPO proceeds into the trust account. Cash provided by financing activities was $202,717,043, comprised of $33,333 in proceeds from issuance of common stock to the Sponsor, $195,308,710 in net proceeds from the sale of Class A common stock, and $7,375,000 from the sale of the Private Placement Warrants.

As of September 30, 2022, we had cash and marketable securities held in the Trust Account of $202,071,607. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting and advisory fees payable and income and franchise taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, any remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2022, we had cash of $604,730. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Future Health ESG Associates 1, LLC loaned us $250,000 to cover expenses related to the IPO pursuant to two promissory notes dated March 4, 2021 and August 24, 2021. These notes were non-interest bearing and repaid in full after the closing of the IPO on September 14, 2021.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor, or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022, no amount had been borrowed from the Sponsor, officers, or directors.

We may be required to raise additional funds in order to meet the expenditures required for operating our business, identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

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Going Concern

On a routine basis, the Company assesses going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern”. As of September 30, 2022, the Company had $604,730 in its operating bank account, $409,482 of working capital deficiency, and $202,071,607 of securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem the Company’s common stock in connection therewith. Management believes that it will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing, however, there is a risk that the Company’s liquidity may not be sufficient, which raises substantial doubt about the Company's ability to continue as a going concern. The Sponsor intends, but is not obligated to, provide the Company with Working Capital Loans to sustain operations in the event of a liquidity deficiency.

The Company has until December 14, 2022 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Management currently expects to request that shareholders approve an extension of time to close a Business Combination until December 31, 2023. While the Company expects to secure a shareholder approved extension and to complete a Business Combination prior to December 31, 2023, this date for mandatory liquidation and subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off-Balance Sheet Arrangements

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

The underwriter of the IPO was paid $4,019,555 in underwriting discount and expense reimbursement upon the closing of the IPO. An additional $6,000,000 of deferred underwriting fees will be due to the underwriter only upon the closing of an Initial Business Combination. Included in this amount is a financial advisory fee of $300,000 that will be payable to Roth Capital Partners, LLC only upon the closing of an Initial Business Combination. In an Amendment to the Underwriting Agreement executed on June 13, 2022, the underwriter agreed to reduce the deferred underwriting fees payable in cash in exchange for issuance of 272,727 shares of the Company’s common stock upon the closing of an Initial Business Combination with Excelera DCE, Inc.. On October 31, 2022, the Amendment to the Underwriting Agreement was terminated in connection with termination of the Excelera Business Combination Agreements.

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.

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Critical Accounting Estimates and Policies

The preparation of unaudited financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company’s management has reviewed all estimates used in the preparation of the unaudited financial statements and has determined that none reflect both a significant level of estimation uncertainty and a reasonable likelihood of material impact on the Company’s financial condition or results of operations.

Common Stock Subject to Possible Redemption

The Company accounts for its common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including shares of common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit.

Net Income (Loss) per Share of Common Stock

Income or loss per share of common stock is computed by dividing net loss by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the IPO and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per share. As of September 30, 2022 and December 31, 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Remeasurement adjustment on redeemable common stock is not considered in the calculation because redemption value closely approximates fair value.

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements.

Item 3.      Quantitative and Qualitative Disclosures About Market Risk.

As of the date of this quarterly report, we were not subject to any material market or interest rate risk. Following the consummation of our initial public offering, the net proceeds of our initial public offering, including amounts in the trust account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

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Item 4.      Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures that were in effect as of September 30, 2022, and based on a material weakness in internal control over financial reporting, concluded that these disclosure controls and procedures were ineffective with respect to internal control over financial reporting related to accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles, and implemented additional procedures related to financial reporting for complex financial instruments in subsequent periods, including increased consultation with third party subject matter experts as appropriate. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended September 30, 2022, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except for the identification of the material weakness described above.

PART II - OTHER INFORMATION

Item 1.       Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Item 1A.     Risk Factors.

As of the date of this quarterly report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC, our annual report on Form 10-K filed with the SEC, and our S-4 filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds.

None.

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Item 3.        Defaults Upon Senior Securities.

None.

Item 4.        Mine Safety Disclosures.

Not applicable.

Item 5.        Other Information.

None.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this quarterly report on Form 10-Q.

Exhibit Number	Description of Document
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*    Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Future Health ESG Corp.
Date: November 14, 2022	By:	/s/ Bradley A. Bostic
	Name:	Bradley A. Bostic
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2022	By:	/s/ Travis A. Morgan
	Name:	Travis A. Morgan
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY

ACT OF 2002

I, Bradley A. Bostic, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Future Health ESG Corp. (the “Company”).

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b)(Paragraph omitted pursuant to SEC release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2022	By:	/s/ Bradley A. Bostic
	Name:	Bradley A. Bostic
	Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY

ACT OF 2002

I, Travis A. Morgan, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Future Health ESG Corp. (the “Company”).

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b)(Paragraph omitted pursuant to SEC release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2022	By:	/s/ Travis A. Morgan
	Name:	Travis A. Morgan
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Future Health ESG Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Bradley A. Bostic, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 14, 2022	By:	/s/ Bradley A. Bostic
		Bradley A. Bostic
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. § 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Future Health Acquisition Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Travis A. Morgan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: November 14, 2022	By:	/s/ Travis A. Morgan
		Travis A. Morgan
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-40788
Entity Registrant Name	Future Health ESG Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2305680
Entity Address, Address Line One	8 The Green
Entity Address, Address Line Two	Suite 12081
Entity Address, City or Town	Dover
Entity Address State Or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	833
Local Phone Number	388-8734
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		25,000,000
Entity Central Index Key	0001851182
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of common stock and one-half of one redeemable warrant
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Trading Symbol	FHLTU
Security Exchange Name	NASDAQ
Common stock
Document Information [Line Items]
Title of 12(b) Security	Common stock par value $0.0001 per share
Trading Symbol	FHLT
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	FHLTW
Security Exchange Name	NASDAQ

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UNAUDITED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 604,730	$ 1,446,482
Prepaid expenses	197,975	108,150
Total current assets	802,705	1,554,632
Marketable securities held in Trust Account	202,071,607	201,004,349
Other assets		74,371
Total Assets	202,874,312	202,633,352
Current liabilities:
Accounts payable	917,139	20,904
Franchise and income taxes payable	279,598	62,299
Accrued expenses	15,450	40,581
Total current liabilities	1,212,187	123,784
Deferred underwriting and advisory fees payable	8,729,997	9,000,000
Total liabilities	9,942,184	9,123,784
Commitments and Contingencies (Note 5):
Common stock subject to possible redemption; 20,000,000 shares issued and outstanding	201,565,794	201,000,000
Stockholders' deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 500,000,000 shares authorized; 5,000,000 shares issued and outstanding	500	500
Accumulated deficit	(8,634,166)	(7,490,932)
Total stockholders' deficit	(8,633,666)	(7,490,432)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	$ 202,874,312	$ 202,633,352

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UNAUDITED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value, (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	5,000,000	5,000,000
Common shares, shares outstanding	5,000,000	5,000,000
Common stock subject to possible redemption
Temporary equity, shares outstanding	20,000,000	20,000,000
Temporary equity, shares issued	20,000,000	20,000,000

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UNAUDITED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
General and administrative expenses	$ 581,418	$ 12,539	$ 13,317	$ 1,734,960
Franchise tax expense	50,000	50,000	50,000	150,000
Loss from operations	(631,418)	(62,539)	(63,317)	(1,884,960)
Interest income on cash balance	2,294	546	561	4,832
Gain on marketable securities (net), dividends and interest, held in Trust Account	908,234	537	537	1,210,039
Income (loss) before income taxes	279,110	(61,456)	(62,219)	(670,089)
Provision for income taxes	180,711			210,080
Net income (loss)	$ 98,399	$ (61,456)	$ (62,219)	$ (880,169)
Common stock subject to possible redemption
Weighted average shares outstanding, basic	20,000,000	4,395,604	1,843,318	20,000,000
Weighted average shares outstanding, diluted	20,000,000	4,395,604	1,843,318	20,000,000
Basic net income (loss) per share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Diluted net income (loss) per share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Common stock not subject to possible redemption
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000
Basic net income (loss) per share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Diluted net income (loss) per share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)

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UNAUDITED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common stock subject to possible redemption Common stock	Common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Feb. 24, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Feb. 24, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to Sponsor		$ 575	32,758		33,333
Issuance of common stock to Sponsor (in shares)		5,750,000
Net income (loss)				(770)	(770)
Balance at the end at Mar. 31, 2021		$ 575	32,758	(770)	32,563
Balance at the end (in shares) at Mar. 31, 2021		5,750,000
Balance at the beginning at Feb. 24, 2021	$ 0	$ 0	0	0	0
Balance at the beginning (in shares) at Feb. 24, 2021	0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess fair value over consideration of the founder shares offered to the anchor investors					(8,163,891)
Balance at the end at Sep. 30, 2021	$ 201,000,000	$ 575		(7,345,751)	(7,345,176)
Balance at the end (in shares) at Sep. 30, 2021	20,000,000	5,750,000
Balance at the beginning at Mar. 31, 2021		$ 575	32,758	(770)	32,563
Balance at the beginning (in shares) at Mar. 31, 2021		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				7	7
Balance at the end at Jun. 30, 2021		$ 575	32,758	(763)	32,570
Balance at the end (in shares) at Jun. 30, 2021		5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Sale of Class A common stock shares	$ 200,000,000
Sale of Class A common stock shares (in shares)	20,000,000
Adjustment to deferred underwriting and advisory fees payable	$ (9,000,000)
Paid underwriting fees	(4,019,555)
Excess fair value over consideration of the founder shares offered to the anchor investors	(8,163,891)			8,163,891	8,163,891
Other offering costs paid	(671,735)
Sale of Private Placement Warrants			7,375,000		7,375,000
Remeasurement adjustment on redeemable common stock	22,855,181		$ (7,407,758)	(15,447,423)	(22,855,181)
Net income (loss)				(61,456)	(61,456)
Balance at the end at Sep. 30, 2021	$ 201,000,000	$ 575		(7,345,751)	(7,345,176)
Balance at the end (in shares) at Sep. 30, 2021	20,000,000	5,750,000
Balance at the beginning at Dec. 31, 2021	$ 201,000,000	$ 500		(7,490,932)	(7,490,432)
Balance at the beginning (in shares) at Dec. 31, 2021	20,000,000	5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(152,562)	(152,562)
Balance at the end at Mar. 31, 2022	$ 201,000,000	$ 500		(7,643,494)	(7,642,994)
Balance at the end (in shares) at Mar. 31, 2022	20,000,000	5,000,000
Balance at the beginning at Dec. 31, 2021	$ 201,000,000	$ 500		(7,490,932)	(7,490,432)
Balance at the beginning (in shares) at Dec. 31, 2021	20,000,000	5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock	$ 565,794
Balance at the end at Sep. 30, 2022	$ 201,565,794	$ 500		(8,634,166)	(8,633,666)
Balance at the end (in shares) at Sep. 30, 2022	20,000,000	5,000,000
Balance at the beginning at Mar. 31, 2022	$ 201,000,000	$ 500		(7,643,494)	(7,642,994)
Balance at the beginning (in shares) at Mar. 31, 2022	20,000,000	5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment to deferred underwriting and advisory fees payable				302,730	302,730
Remeasurement adjustment on redeemable common stock	$ 163,373			(163,373)	(163,373)
Net income (loss)				(826,007)	(826,007)
Balance at the end at Jun. 30, 2022	$ 201,163,373	$ 500		(8,330,144)	(8,329,644)
Balance at the end (in shares) at Jun. 30, 2022	20,000,000	5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement adjustment on redeemable common stock	$ 402,421			(402,421)	(402,421)
Net income (loss)				98,399	98,399
Balance at the end at Sep. 30, 2022	$ 201,565,794	$ 500		$ (8,634,166)	$ (8,633,666)
Balance at the end (in shares) at Sep. 30, 2022	20,000,000	5,000,000

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UNAUDITED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ 98,399	$ (61,456)	$ (62,219)	$ (880,169)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to deferred underwriting and advisory fees payable				32,727
Gain on marketable securities (net), dividends and interest, held in Trust Account	(908,234)	(537)	(537)	(1,210,039)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			(214,818)	(15,454)
Franchise and income taxes payable			50,000	217,299
Accounts payable and accrued expenses			58,766	871,103
Net cash used in operating activities			(168,808)	(984,533)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(201,000,000)
Withdrawal of earnings from Trust Account	0			142,781
Net cash provided by (used in) investing activities			(201,000,000)	142,781
Cash Flows from Financing Activities:
Advances from related party			250,000
Repayment of note payable and advances from related party			(250,000)
Proceeds from issuance of common stock to Sponsor			33,333
Proceeds from sale of Class A common stock, net of transaction costs			195,308,710
Proceeds from sale of Private Placement Warrants			7,375,000
Net cash provided by financing activities			202,717,043
Net increase (decrease) in cash			1,548,235	(841,752)
Cash - beginning of period				1,446,482
Cash - end of period	$ 604,730	1,548,235	1,548,235	604,730
Supplemental disclosure of noncash investing and financing activities:
Adjustment to deferred underwriting and advisory fees payable			9,000,000	(270,003)
Initial classification of common stock subject to possible redemption			200,000,000
Remeasurement adjustment on redeemable common stock			22,855,181	$ (565,794)
Excess of fair value of founder shares offered to the anchor investors		$ (8,163,891)	$ 8,163,891

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Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2022

Description of Organization and Business Operations

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Organization and General

Future Health ESG Corp. (the “Company”) is a blank check company incorporated in Delaware on February 25, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company”, and as such, the Company is subject to all the risks associated with emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the initial public offering described below, and, since the initial public offering, the search for a target business for a Business Combination. See Note 5 for additional information regarding the Company’s pursuit of a Business Combination with Excelera DCE, Inc., a privately held California corporation (“Excelera”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents held in the trust and operating accounts. The Company has selected December 31 as its fiscal year end.

On September 9, 2021, (the “Company”) consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000, as further described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 7,375,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”) to Future Health ESG Associates 1, LLC (the “Sponsor”) and Cantor Fitzgerald & Co, generating gross proceeds to the Company of $7,375,000, as further described in Note 4.

Transaction costs amounted to $21,881,745, including $9,000,000 in deferred underwriting and advisory fees payable, $4,019,555 in upfront underwriting fees, $8,163,891 in offering costs allocated to the fair value of the common shares offered to anchor investors by certain related parties (see Note 3), and $698,299 in other offering costs related to the Initial Public Offering.

A total of $201,000,000 ($10.05 per redeemable share sold in the IPO), comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (“Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (by December 14, 2022) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within 15 months from the closing of the IPO, subject to applicable law. See Note 7 regarding the anticipated extension of time within which to complete a business combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

The Company provides the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders are entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (anticipated to be approximately $10.05 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting and advisory fees the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (by December 14, 2022) (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See Note 7 regarding the anticipated extension of time within which to complete a business combination.

The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting and advisory fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.05 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Macroeconomic Risk

The securities and credit markets have been experiencing extreme volatility and disruption, which has increased due to the lingering supply chain effects of COVID-19; inflation rates not seen in decades; war in the Ukraine, and other macroeconomic factors. The availability of credit, from virtually all types of lenders, has at times been limited. In the event we need access to additional capital to pay our operating expenses or consummate a business combination, our ability to obtain such capital may be limited and the cost of any such capital may be significant. While it is reasonably possible that any of these macroeconomic factors could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The unaudited financial statements do not include any adjustments to reflect the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Going Concern

On a routine basis, the Company assesses going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern”. As of September 30, 2022, the Company had $604,730 in its operating bank account, $409,482 of working capital deficiency, and $202,071,607 of securities held in the Trust Account, of which $505,813 will be withdrawn to pay taxes (Note 7) and the remainder will be used for a Business Combination or to repurchase or redeem the Company’s common stock in the event that a Business Combination is not completed. Management believes that it will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing, however, there is a risk that the Company’s liquidity may not be sufficient, which raises substantial doubt about the Company’s ability to continue as a going concern. The Sponsor intends, but is not obligated to, provide the Company with Working Capital Loans to sustain operations in the event of a liquidity deficiency.

The Company has until December 14, 2022 to consummate a Business Combination. If a Business Combination is not consummated by this date and an extension is not requested by the Sponsor there will be a mandatory liquidation and subsequent dissolution of the Company. Management currently expects to request that shareholders approve an extension of time to close a Business Combination until December 31, 2023. While the Company expects to secure a shareholder approved extension and to complete a Business Combination prior to December 31, 2023, this date for mandatory liquidation and subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern.

The unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Net Income (Loss) Per Share of Common Stock

Income or loss per share of common stock is computed by dividing net loss by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. As of September 30, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Remeasurement adjustments on redeemable common stock are not considered in the calculation because redemption value closely approximates fair value.

							For the Period From
					For the Nine Months		February 25, 2021
	For the Three Months Ended September 30,				Ended		(Inception) through
	2022		2021		September 30, 2022		September 30, 2021
Redeemable Common Stock
Allocation of net income (loss)	$	78,719	$	(28,751)	$	(704,135)	$	(16,759)
Denominator:
Weighted average shares of redeemable common stock outstanding		20,000,000		4,395,604		20,000,000		1,843,318
Basic and Diluted Net Income (Loss) per Common Share, Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)
Non-Redeemable Common Stock
Allocation of net income (loss)	$	19,680	$	(32,705)	$	(176,034)	$	(45,460)
Denominator:
Weighted average shares of non-redeemable common stock outstanding		5,000,000		5,000,000		5,000,000		5,000,000
Basic and Diluted Net Income (Loss) per Common Share, Non-Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of the date of this quarterly report, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company’s marketable securities held in trust of $202,071,607 as of September 30, 2022, and $201,004,349 as of December 31, 2021 are deemed cash and cash equivalents which are considered level 1 classified. There were no transfers to and from Levels 1, 2, and 3 during the nine months ended September 30, 2022, or the period from February 25, 2021 (inception) through September 30, 2021.

Offering Costs

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were allocated to temporary equity or stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs were $21,881,745. The Company complies with the requirements of the ASC 340-10-S99-1.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The Company must then present them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in Note 6 do not exhibit any of the above characteristics and, therefore are outside the scope of ASC 480.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The 10,000,000 Public Warrants and 7,375,000 Private Placement Warrants, excluding over-allotment, were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant will be recorded as equity. The Company, therefore, accounts for its outstanding warrants as equity-classified instruments.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset was offset by a 100% valuation allowance.

The Company’s effective tax rate was 64.7% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and -31.4% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to the non-deductibility of Business Combination costs and changes in the valuation allowance on the deferred tax asset.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $604,730 and $1,446,482 in cash (and no cash equivalents) as of September 30, 2022 and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

As of the date of this quarterly report, the assets held in the Trust Account were held in investments in money market funds. During the three and nine months ended September 30, 2022, the Company withdrew $0 and $142,781, respectively, from the Trust Account to pay taxes. The Company has the right to make further withdrawals from the Trust Account to pay additional taxes. Management expects the future interest earnings on the Trust Account to exceed any future tax withdrawals. See Note 7.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock represented by Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement of initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit. For the three and nine months ended September 30, 2022, the Company recognized remeasurement adjustments of $402,421 and $565,794, respectively, for accretion of redeemable common stock to redemption value, with a corresponding addition to accumulated deficit to reflect gain on marketable securities (net), dividends and interest held in the Trust Account, net of amounts withdrawn and available to pay taxes.

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Public Offering

9 Months Ended

Sep. 30, 2022

Public Offering

Public Offering

Note 3 — Public Offering

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share.

Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 19,480,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata portion of 1,229,798 Founder Shares (defined below) from MB Equity, LLC, an affiliate of Bradley Bostic, the Company’s Chief Executive Officer and a director, and Travis Morgan, the Company’s Chief Financial Officer, and a director, at a price of $0.0058 per share.

The Company has determined the excess fair value of the Founder Shares sold to the anchor investors to be $8,163,891. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to common stock subject to possible redemption upon completion of the Initial Public Offering. In accordance with Staff Accounting Bulletin Topic 5T, a capital contribution from the founders was recorded in additional paid-in capital.

The underwriter did not exercise their overallotment option to purchase an additional 3,000,000 private warrants within the 45 day limit. Management determined the fair value of this option to be immaterial, therefore, the unaudited financial statements do not include any adjustments relating to the expiration of the overallotment option.

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Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Related Party Transactions

Note 4 — Related Party Transactions

Founder Shares

On March 3, 2021, entities affiliated with our executive officers acquired 4,312,500 founder shares, up to 562,500 of which were subject to forfeiture (the “Founder Shares”), for an aggregate purchase price of $25,000. Prior to the initial investment in the Company of $25,000 by its founders, the Company had no assets, tangible, or intangible. On July 16, 2021, the Company issued an additional 1,437,500 Founder Shares to the Sponsor, up to 187,500 of which were subject to forfeiture, in exchange for $8,333 in cash. All shares and associated amounts have been retroactively restated in the period from February 25, 2021 (Inception) through September 30, 2021 to reflect the additional Founder Shares. A total of 750,000 Founder Shares were forfeited by the Sponsor and affiliated entities upon the expiration of the Underwriter’s Overallotment option on October 24, 2021.

The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”).

On March 23, 2021, the Sponsor sold an aggregate of 38,814 Founder Shares to directors at a price of $0.0058 per share. The Company determined the excess fair value over consideration paid for the Founder Shares transferred to be $46,288 as of the grant date. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820.

The sale of Founder Shares to members of the Company’s board of directors is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of September 30, 2022, a Business Combination had not yet been completed, therefore, no stock-based compensation expense has been recognized.

Related Party Loans

Future Health ESG Associates 1, LLC agreed to loan the Company up to $250,000 to cover expenses related to the Initial Public Offering pursuant to two promissory notes dated March 4, 2021 and August 24, 2021. These notes were non-interest bearing and payable on the earlier of March 31, 2022 and the closing of the Initial Public Offering. The Company borrowed a total of $250,000 prior to the Initial Public Offering, and subsequently repaid the full balance after the closing of the Initial Public Offering. There was no outstanding balance on the notes as of the date of this quarterly report.

Private Placement Warrants

On September 9, 2021, the Company entered into Private Placement Warrants Purchase Agreements for the private sale (the “Private Placement”) of 7,375,000 warrants to its initial stockholders and Cantor Fitzgerald & Co (such warrants, collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, for gross proceeds to the Company of up to $7,375,000. Each whole warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 (as amended, the “Securities Act”).

The purchasers of the Private Placement Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

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Commitments and Contingencies

9 Months Ended

Sep. 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.

Business Combination and Related Agreements

On June 13, 2022, the Company entered into several agreements relating to the acquisition of Excelera. All agreements with and relating to the acquisition of Excelera (collectively, the “Excelera Business Combination Agreements”) were subsequently terminated and are of no further force or effect (see Note 7).

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 (the “Original Underwriting Agreement”). On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment to the Original Underwriting Agreement, exclusively with respect to closing a Business Combination with Excelera, 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. During the quarter ended June 30, 2022, the Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 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. For the three months ended September 30, 2022, the Company recognized an expense and corresponding increase of $32,727 in deferred underwriting fees to reflect the change in fair value of the Deferred Stock Consideration. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date. Effective October 31, 2022, the amendment to the Original Underwriting Agreement was terminated in conjunction with termination of the Excelera Business Combination Agreements (Note 7).

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.

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Stockholders' Deficit

9 Months Ended

Sep. 30, 2022

Stockholders' Deficit

Stockholders' Deficit

Note 6 — Stockholders’ Deficit

Preferred Stock — The Company is authorized to issue 5,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of the September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, there were 25,000,000 shares of common stock issued and outstanding. 20,000,000 of outstanding common stock shares were issued in conjunction with the IPO and are redeemable at a price of $10.05 per share. Redeemable common stock shares are classified as temporary equity and are excluded from total stockholders’ deficit. The remaining 5,000,000 outstanding shares of common stock are non-redeemable Founder Shares and are included in total stockholders’ deficit. As of September 30, 2022, there were 9,090,909 shares of common stock subscribed but not issued pursuant to a subscription agreement and 272,727 shares of common stock were subscribed but not issued pursuant to the amended underwriting agreement as discussed in Note 5 both of which were subsequently terminated (Note 7).

Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units (which occurred on December 9, 2021) and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company has agreed that as soon as practicable after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants and will use its best efforts to cause the same to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed. If, at any time beginning on the 61st business day after the closing of our initial business combination, the shares of common stock issuable upon exercise of the public warrants are not covered by an effective registration statement, the holders of the public warrants will be entitled to exercise such warrants on a cashless basis. However, no public warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Both Public and Private Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if, in connection with an initial business combination, (x) the Company issues additional shares of common stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions) and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable by the Company, (ii) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis, (iv) they are subject to registration rights and (v) Cantor Fitzgerald & Co. has agreed that it shall have the right to exercise the Private Placement Warrants until, and shall forfeit to us

for cancellation any Private Placement Warrants held by it on, the date that is five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A).

Redemption of public warrants: Once the public warrants become exercisable, the Company may redeem the outstanding public warrants for cash (except as described herein with respect to the Private Placement Warrants):

● In whole and not in part;

● At a price of $0.01 per warrant;

● Upon a minimum of 30 days’ prior written notice of redemption; and

● if, and only if, the last reported sale price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

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Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events

Subsequent Events

Note 7 — Subsequent Events

Management has evaluated the impact of subsequent events that occurred after the balance sheet date up to the date the unaudited financial statements were issued and, except as disclosed below, has not identified any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

On October 18, 2022, the Company withdrew $505,813 from the trust account in order to pay taxes, as permitted by the Trust Agreement. The remaining balance held in the trust as of October 31, 2022 was $202,054,188.

As previously reported in Forms 8-K filed with the SEC on October 12, 2022 and November 1, 2022, respectively, the Subscription Agreement discussed in Note 6, and the Excelera Business Combination Agreements dated June 13, 2022 have been terminated.

On November 9, 2022, the company filed a preliminary proxy statement with the SEC on Schedule 14A providing notice of a special meeting during which stockholders will vote on a proposal to extend the date by which the Company must consummate a business combination until December 31, 2023. The proposal would also permit the existing public stockholders to submit their shares for redemption up through the date of the vote. It is uncertain whether the Company's stockholders will approve the extension and how many shares will be tendered for redemption.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 28, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The interim results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

Income or loss per share of common stock is computed by dividing net loss by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. As of September 30, 2022 and 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Remeasurement adjustments on redeemable common stock are not considered in the calculation because redemption value closely approximates fair value.

							For the Period From
					For the Nine Months		February 25, 2021
	For the Three Months Ended September 30,				Ended		(Inception) through
	2022		2021		September 30, 2022		September 30, 2021
Redeemable Common Stock
Allocation of net income (loss)	$	78,719	$	(28,751)	$	(704,135)	$	(16,759)
Denominator:
Weighted average shares of redeemable common stock outstanding		20,000,000		4,395,604		20,000,000		1,843,318
Basic and Diluted Net Income (Loss) per Common Share, Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)
Non-Redeemable Common Stock
Allocation of net income (loss)	$	19,680	$	(32,705)	$	(176,034)	$	(45,460)
Denominator:
Weighted average shares of non-redeemable common stock outstanding		5,000,000		5,000,000		5,000,000		5,000,000
Basic and Diluted Net Income (Loss) per Common Share, Non-Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of the date of this quarterly report, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below:

Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company’s marketable securities held in trust of $202,071,607 as of September 30, 2022, and $201,004,349 as of December 31, 2021 are deemed cash and cash equivalents which are considered level 1 classified. There were no transfers to and from Levels 1, 2, and 3 during the nine months ended September 30, 2022, or the period from February 25, 2021 (inception) through September 30, 2021.

Offering Costs

Offering Costs

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were allocated to temporary equity or stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs were $21,881,745. The Company complies with the requirements of the ASC 340-10-S99-1.

Warrants

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The Company must then present them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in Note 6 do not exhibit any of the above characteristics and, therefore are outside the scope of ASC 480.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The 10,000,000 Public Warrants and 7,375,000 Private Placement Warrants, excluding over-allotment, were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant will be recorded as equity. The Company, therefore, accounts for its outstanding warrants as equity-classified instruments.

Income Taxes

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset was offset by a 100% valuation allowance.

The Company’s effective tax rate was 64.7% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and -31.4% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to the non-deductibility of Business Combination costs and changes in the valuation allowance on the deferred tax asset.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $604,730 and $1,446,482 in cash (and no cash equivalents) as of September 30, 2022 and December 31, 2021, respectively.

Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

As of the date of this quarterly report, the assets held in the Trust Account were held in investments in money market funds. During the three and nine months ended September 30, 2022, the Company withdrew $0 and $142,781, respectively, from the Trust Account to pay taxes. The Company has the right to make further withdrawals from the Trust Account to pay additional taxes. Management expects the future interest earnings on the Trust Account to exceed any future tax withdrawals. See Note 7.

Common Stock Subject to Possible Redemption

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including shares of common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock represented by Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the remeasurement of initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit. For the three and nine months ended September 30, 2022, the Company recognized remeasurement adjustments of $402,421 and $565,794, respectively, for accretion of redeemable common stock to redemption value, with a corresponding addition to accumulated deficit to reflect gain on marketable securities (net), dividends and interest held in the Trust Account, net of amounts withdrawn and available to pay taxes.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary of basic and diluted earnings (loss) per share

							For the Period From
					For the Nine Months		February 25, 2021
	For the Three Months Ended September 30,				Ended		(Inception) through
	2022		2021		September 30, 2022		September 30, 2021
Redeemable Common Stock
Allocation of net income (loss)	$	78,719	$	(28,751)	$	(704,135)	$	(16,759)
Denominator:
Weighted average shares of redeemable common stock outstanding		20,000,000		4,395,604		20,000,000		1,843,318
Basic and Diluted Net Income (Loss) per Common Share, Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)
Non-Redeemable Common Stock
Allocation of net income (loss)	$	19,680	$	(32,705)	$	(176,034)	$	(45,460)
Denominator:
Weighted average shares of non-redeemable common stock outstanding		5,000,000		5,000,000		5,000,000		5,000,000
Basic and Diluted Net Income (Loss) per Common Share, Non-Redeemable Common Stock	$	0.00	$	(0.01)	$	(0.04)	$	(0.01)

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Description of Organization and Business Operations (Details) - USD ($)		7 Months Ended	9 Months Ended
	Sep. 09, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Description of Organization and Business Operations
Proceeds from issuance initial public offering			$ 201,000,000
Proceeds from sale of Private Placement Warrants		$ 7,375,000
Transaction costs			21,881,745
Deferred underwriting and advisory fees payable			8,729,997	$ 9,000,000
Underwriting fees			4,019,555
Offering costs			8,163,891
Other offering costs			$ 698,299
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)			100.00%
Threshold period from closing of public offering entity is obligated to complete Business Combination			15 months
Threshold minimum aggregate fair market value as percentage of assets held in trust account			80.00%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination			50.00%
Common shares, par value, (per share)			$ 0.0001	$ 0.0001
Stock price per unit			$ 10.05
Threshold percentage of public shares subject to redemption without company's prior written consent			15.00%
Threshold business days for redemption of public shares			10 days
Maximum allowed dissolution expenses			$ 100,000
Operating bank accounts			604,730
Working capital deficiency			409,482
Withdrew from the trust account to pay tax			505,813
Securities held in trust account			$ 202,071,607
Private Placement Warrants
Description of Organization and Business Operations
Number of warrants issued			7,375,000
Price of warrant	$ 1.00
Public Warrants
Description of Organization and Business Operations
Exercise price of warrants			$ 11.50
Number of warrants issued			10,000,000
Initial Public Offering
Description of Organization and Business Operations
Number of units issued	20,000,000
Number of shares in a unit	1
Issue price per share	$ 10.00
Redeemable per share			$ 10.05
Proceeds from IPO and Private Placement Warrants	$ 200,000,000
Common shares, par value, (per share)			$ 0.0001
Initial Public Offering | Public Warrants
Description of Organization and Business Operations
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement
Description of Organization and Business Operations
Number of warrants issued	7,375,000
Proceeds from sale of Private Placement Warrants	$ 7,375,000
Private Placement | Private Placement Warrants
Description of Organization and Business Operations
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Number of warrants issued	7,375,000
Proceeds from sale of Private Placement Warrants	$ 7,375,000

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Federal depository insurance coverage limit	$ 250,000			$ 250,000
Marketable securities held in trust	202,071,607			202,071,607		$ 201,004,349
Offering costs	$ 21,881,745			$ 21,881,745
Percentage of deferred tax assets, valuation allowance				100.00%		100.00%
Effective tax rate (as percent)	64.70%		0.00%	(31.40%)	0.00%
Statutory rate (in percent)	21.00%		21.00%	21.00%	21.00%
Unrecognized tax benefits	$ 0			$ 0		$ 0
Accrued payments of interest and penalties	0			0		0
Cash	604,730			604,730		1,446,482
Cash equivalents	0			0		$ 0
Withdrawal of earnings from Trust Account	0			$ 142,781
Remeasurement adjustment on redeemable common stock	$ (402,421)	$ (163,373)	$ (22,855,181)
Public Warrants
Number of warrants issued	10,000,000			10,000,000
Private Placement Warrants
Number of warrants issued	7,375,000			7,375,000
Common stock subject to possible redemption | Common stock
Remeasurement adjustment on redeemable common stock	$ 402,421	$ 163,373	$ 22,855,181	$ 565,794

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Summary of Significant Accounting Policies - Basic and diluted net loss per common share (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2022
Common stock subject to possible redemption
Numerator
Allocation of net income (loss)	$ 78,719	$ (28,751)	$ (16,759)	$ (704,135)
Denominator
Weighted average shares outstanding, basic	20,000,000	4,395,604	1,843,318	20,000,000
Weighted average shares outstanding, diluted	20,000,000	4,395,604	1,843,318	20,000,000
Basic Net Income (Loss) per Common Share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Diluted Net Income (Loss) per Common Share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Common stock not subject to possible redemption
Numerator
Allocation of net income (loss)	$ 19,680	$ (32,705)	$ (45,460)	$ (176,034)
Denominator
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000
Basic Net Income (Loss) per Common Share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)
Diluted Net Income (Loss) per Common Share	$ 0.00	$ (0.01)	$ (0.01)	$ (0.04)

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Public Offering (Details) - USD ($)	Sep. 09, 2021	Sep. 30, 2022
Public Warrants
Public Offering
Exercise price of warrants		$ 11.50
Initial Public Offering
Public Offering
Number of units issued	20,000,000
Purchase price, per unit	$ 10.00
Number of shares in a unit	1
Initial Public Offering | Founder Shares
Public Offering
Number of shares issued to each anchor investor	1,229,798
Purchase price of share by anchor investor	$ 0.0058
Excess fair value of shares	$ 8,163,891
Initial Public Offering | Twelve Anchor Investors
Public Offering
Number of units issued	19,480,000
Initial Public Offering | Public Warrants
Public Offering
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement
Public Offering
Additional share purchase to an overallotment options	3,000,000
Overallotment options period	45 days

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Related Party Transactions - Founder Shares (Details) - USD ($)				1 Months Ended	7 Months Ended	9 Months Ended
	Jul. 16, 2021	Mar. 23, 2021	Mar. 03, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2022	Oct. 24, 2021
Related Party Transaction [Line Items]
Aggregate purchase price				$ 33,333
Cash from issuance of shares					$ 33,333
Founder Shares
Related Party Transaction [Line Items]
Number of shares issued	1,437,500		4,312,500
Shares subject to forfeiture			562,500
Aggregate purchase price			$ 25,000
Initial investment by the founders			$ 25,000
Cash from issuance of shares	$ 8,333
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination						1 year
Stock-based compensation expense						$ 0
Founder Shares | Minimum
Related Party Transaction [Line Items]
Initial business combination trading day period						20 days
Founder Shares | Maximum
Related Party Transaction [Line Items]
Initial business combination trading day period						30 days
Founder Shares | Class A Common Stock
Related Party Transaction [Line Items]
Sale price of the Class A common stock equals or exceeds						$ 12.00
Founder Shares | Sponsor
Related Party Transaction [Line Items]
Shares subject to forfeiture	187,500
Founder Shares | Sponsor | Over-allotment option
Related Party Transaction [Line Items]
Shares subject to forfeiture							750,000
Founder Shares | Affiliates and Directors
Related Party Transaction [Line Items]
Aggregate purchase price		$ 46,288
Aggregate sale of shares to founder		38,814
Purchase price, per unit		$ 0.0058

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Related Party Transactions - Related Party Loans (Details)		7 Months Ended
	Sep. 09, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) instrument
Related Party Transaction [Line Items]
Amount borrowed		$ 250,000
Related Party Loans
Related Party Transaction [Line Items]
Maximum borrowing capacity of related party promissory note			$ 250,000
Number of promissory notes | instrument			2
Amount borrowed	$ 250,000
Outstanding balance of related party note			$ 0

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Related Party Transactions - Additional information (Details) - USD ($)		7 Months Ended	9 Months Ended
	Sep. 09, 2021	Sep. 30, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of Private Placement Warrants		$ 7,375,000
Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)			7,375,000
Threshold period for not to transfer, assign or sell any Warrants			30 days
Working capital loans
Subsidiary, Sale of Stock [Line Items]
Share Price			$ 1.00
Loan conversion agreement warrant			$ 2,000,000
Working capital loan, outstanding			$ 0
Private Placement
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	7,375,000
Proceeds from sale of Private Placement Warrants	$ 7,375,000
Private Placement | Private Placement Warrants
Subsidiary, Sale of Stock [Line Items]
Sale of Private Placement Warrants (in shares)	7,375,000
Share Price	$ 1.00
Proceeds from sale of Private Placement Warrants	$ 7,375,000
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Underwriting discounts and commissions	$ 0

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Commitments and Contingencies (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jun. 13, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Commitments and Contingencies.
Underwriting cash discount per unit				2.00%
Percentage of underwriting fees on gross offering proceeds				4.50%
Gross offering proceeds payable		$ 8,700,000		$ 8,700,000
Financial advisory fee payable		300,000		$ 300,000
Common stock shares, in exchange for reduction in cash portion of deferred underwriting fee	272,727
Decrease in accumulated deficit			$ 302,730
Decrease in accrued underwriting fees			302,730
Deferred underwriting fees payable		$ 32,727	$ 3,000,000
Decrease in cash portion of deferred underwriting fee	$ 5,700,000
Variable portion of percentage of cash retained from the Trust Account paid to advisors				2.00%

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Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred shares, shares authorized	5,000,000	5,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

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Stockholders' Deficit - Common Stock (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common shares, shares authorized (in shares)	500,000,000	500,000,000
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock including shares subject to possible redemption, issued (in shares)	25,000,000	25,000,000
Common stock including shares subject to possible redemption, outstanding (in shares)	25,000,000	25,000,000
Common shares, shares outstanding	5,000,000	5,000,000
Subscription agreement
Class of Stock [Line Items]
Common shares, Subscribed but unissued	9,090,909
Amended underwriting agreement
Class of Stock [Line Items]
Common shares, Subscribed but unissued	272,727
Common stock subject to possible redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)	20,000,000	20,000,000
Temporary equity, shares issued	20,000,000	20,000,000
Common shares, redemption value per share | $ / shares	$ 10.05	$ 10.05

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Stockholders' Deficit - Warrants (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares
Class of Warrant or Right [Line Items]
Redemption period	30 days
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition	30 days
Period of time within which registration statement is expected to become effective	61 days
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.50
Public Warrants expiration term	5 years
Share Price	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Threshold number of specified trading period determining volume weighted average trading price	20 days
Class Of Warrant Or Right Adjustment Of Exercise Price Of Warrants Or Rights Percent Based On Market Value And Newly Issued Price	115.00%
Share price trigger used to measure dilution of warrant	$ 18.00
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Private Placement Warrants
Class of Warrant or Right [Line Items]
Threshold period for not to transfer, assign or sell any Warrants	30 days
Warrants forfeiture period after exercise from the effective date of registration statement	5 years

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Subsequent Events (Details) - USD ($)		3 Months Ended	9 Months Ended
	Oct. 18, 2022	Sep. 30, 2022	Sep. 30, 2022	Oct. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Withdrew from the trust account		$ 0	$ 142,781
Remaining balance held in Trust Account		$ 202,071,607	$ 202,071,607		$ 201,004,349
Subsequent Events
Subsequent Event [Line Items]
Withdrew from the trust account	$ 505,813
Remaining balance held in Trust Account				$ 202,054,188