SEC Comment Letter 0000000000-22-012425 to Future Health ESG Corp. (CIK 0001851182)
Future Health ESG Corp. (CIK 0001851182)
Date: Nov. 16, 2022 · CIK: 0001851182 · Accession: 0000000000-22-012425
AI Filing Summary & Sentiment
File numbers found in text: 001-40788
Letter
United States securities and exchange commission logo November 16, 2022 Bradley A. Bostic Chief Executive Officer Future Health ESG Corp. 8 The Green, Suite 12081 Dover, DE 19901 Re:Future Health ESG Corp. Preliminary Proxy on Schedule 14A Filed November 9, 2022 File No. 001-40788 Dear Bradley A. Bostic: We have limited our review of your preliminary proxy statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe this comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy on Schedule 14A, Filed November 9, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameBradley A. Bostic Comapany NameFuture Health ESG Corp. November 16, 2022 Page 2 FirstName LastName Bradley A. Bostic Future Health ESG Corp. November 16, 2022 Page 2 of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Ari Edelman, Esq.
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United States securities and exchange commission logo
November 16, 2022
Bradley A. Bostic
Chief Executive Officer
Future Health ESG Corp.
8 The Green, Suite 12081
Dover, DE 19901
Re:Future Health ESG Corp.
Preliminary Proxy on Schedule 14A
Filed November 9, 2022
File No. 001-40788
Dear Bradley A. Bostic:
We have limited our review of your preliminary proxy statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe this
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy on Schedule 14A, Filed November 9, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameBradley A. Bostic
Comapany NameFuture Health ESG Corp.
November 16, 2022 Page 2
FirstName LastName
Bradley A. Bostic
Future Health ESG Corp.
November 16, 2022
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Margaret Schwartz at 202-551-7153 or Dorrie Yale at 202-551-8776 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Ari Edelman, Esq.