As filed with the Securities and Exchange
Commission on August 31, 2021.
Registration No. 333-258911
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Future
Health ESG Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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6770
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86-2305680
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(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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incorporation or organization)
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Classification Code Number)
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Identification Number)
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8
The Green, Suite #12081
Dover,
DE 19901
Telephone:
833-388-8734
(Address,
including zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
Bradley
A. Bostic
8
The Green, Suite #12081
Dover,
DE 19901
Telephone:
833-388-8734
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
|
Robert
J. Mittman, Esq.
Brad
L. Shiffman, Esq.
Yelena
M. Barychev, Esq.
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David
Alan Miller, Esq.
Jeffrey
M. Gallant, Esq.
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Blank
Rome LLP
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Graubard
Miller
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1271
Avenue of the Americas
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The
Chrysler Building
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New
York, NY 10020
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405
Lexington Avenue
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(212)
885-5000
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New
York, NY 10174
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RMittman@blankrome.com
BShiffman@blankrome.com
barychev@blankrome.com
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(212)
818-8800
dmiller@graubard.com
jgallant@graubard.com
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box. ¨
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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.
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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x
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Smaller
reporting company
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x
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Emerging
growth company
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x
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Security
Being Registered
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Amount Being
Registered
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Proposed
Maximum
Offering
Per Security
(1)
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration
Fee
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Units, each consisting of one share
of common stock, $0.0001 par value per share, and one-half of one redeemable warrant(2)
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23,000,000 Units
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$
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10.00
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$
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230,000,000
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$
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25,093.00
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Shares of common stock included as part of the
units(3)(4)
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23,000,000 Shares
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—
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—
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—
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(5)
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Redeemable warrants included as part of the units(3)(4)
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11,500,000 Warrants
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—
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—
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—
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(5)
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Shares of common stock underlying
warrants included in the units
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11,500,000 Shares
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$
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11.50
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$
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132,250,000
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$
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14,428.48
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Total
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$
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362,250,000
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$
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39,521.48
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(6)
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under
the Securities Act of 1933, as amended, or the Securities Act.
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(2)
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Includes
3,000,000 units, which may be issued upon exercise of a 45-day over-allotment option granted
to the underwriters.
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(3)
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Pursuant
to Rule 416 under the Securities Act, there are also being registered an indeterminable
number of additional securities as may be issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
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(4)
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Maximum
number of redeemable warrants and shares of common stock issuable upon the exercise of
the warrants, as applicable, included in the units described above, including those that
may be issued upon exercise of a 45-day option granted to the underwriters described
above.
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(5)
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No
fee pursuant to Rule 457(g) under the Securities Act.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED
AUGUST 31, 2021
PRELIMINARY
PROSPECTUS
$200,000,000
Future
Health ESG Corp.
20,000,000
Units
Future
Health ESG Corp. is a newly incorporated blank check company 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. Our efforts to
identify a prospective target business will not be limited to a particular industry or geographic region. We have not selected
any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly
or indirectly, with any business combination target regarding a business combination with our company. While we may pursue an
initial business combination opportunity in any industry or geographical location, we intend to capitalize on our management team’s
background and experience to identify promising opportunities that are at the forefront of smart health technology and are enabling
innovative solutions that support the transformation to value-based, precision healthcare. Specifically, we are pursuing scale-up
stage operating companies that leverage modern data science to make healthcare more effective, personalized, and cost efficient.
Our board of directors and management intend to consider target businesses that align with our environmental, social, and governance
(ESG) criteria, making a positive impact on society, operating ethically and transparently, and creating premium economic returns
through smart health technologies. We believe that ESG principles are central factors in measuring the sustainability and societal
impact of an investment in a company or business and that these criteria help to better determine the future financial performance
of companies.
This is an initial public offering of our securities.
Each unit has an offering price of $10.00 and consists of one share of our common stock and one-half of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment
as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination
and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described
in this prospectus. Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become
exercisable. We have also granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units to cover over-allotments,
if any.
We will provide our public stockholders with
the opportunity to redeem all or a portion of their shares of our common stock upon the completion of our initial business combination
at a per-share price described herein, payable in cash, subject to the limitations described herein. If we have not completed our initial
business combination within 15 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price
described herein, payable in cash, subject to applicable law and as further described herein.
Our initial stockholders have committed to purchase
an aggregate of 6,375,000 private placement warrants (or 6,975,000 private placement warrants if the underwriters’ over-allotment
option is exercised in full) at a price of $1.00 per warrant ($6,375,000 in the aggregate, or $6,975,000 in the aggregate if the underwriters’
over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering.
In addition, Cantor Fitzgerald & Co., the sole book-running manager of this offering, has committed to purchase an aggregate of 1,000,000
private placement warrants (or 1,150,000 private placement warrants if the underwriters’ over-allotment option is exercised in
full) at a price of $1.00 per warrant ($1,000,000 in the aggregate, or $1,150,000 in the aggregate if the underwriters’ over-allotment
option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. The private placement
warrants purchased by Cantor Fitzgerald & Co. are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.
As of the date of this prospectus, our initial
stockholders hold 5,750,000 shares of our common stock (up to 750,000 of which are subject to forfeiture depending on the extent to which
the underwriters’ over-allotment option is exercised).
Twelve qualified institutional buyers or
institutional accredited investors (who are not affiliated with any member of our management team), whom we refer to as the anchor investors,
have expressed interest to purchase an aggregate of 19,480,000 of the units to be sold in this offering (approximately 97.4% of the units
to be sold in this offering). We have instructed the underwriters to allocate units to the anchor investors pursuant to their respective
expressions of interest, however, there can be no assurance that the anchor investors will acquire any units in this offering, or as
to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination.
For a discussion of certain additional arrangements with our anchor investors, see “Summary — The Offering — Expressions
of Interest.” If the anchor investors all elect to purchase such units and so long as they hold a substantial portion of the units
purchased, our sponsor and the anchor investors would collectively have substantial control over us and be able to exercise significant
influence over all matters requiring stockholder approval (although we have no knowledge of any affiliation or other agreement or arrangement,
as to voting of our securities or otherwise, among any such persons). For example, in the event that the anchor investors purchase the
full amount of units described herein, continue to hold the shares included in the units and vote such shares in favor of our initial
business combination, we would not need any additional public shares sold in this offering to be voted in favor of our initial business
combination to have our initial business combination approved. This potential concentration of influence could be disadvantageous to
other public stockholders, who may have interests that are different from those of our sponsor and the anchor investors. See “Risk
Factors — Our anchor investors have provided indications of interest to purchase up to approximately 97.4% of the units sold in
this offering. Depending on how many units are purchased by the anchor investors, the trading volume, volatility and liquidity for our
shares could be reduced, the trading price of our shares could be adversely affected and other investors could be prevented from influencing
significant corporate decisions.”
Prior to this offering, there has been no public
market for our units, common stock or warrants. We intend to apply to list our units on the Nasdaq Capital Market, or the Nasdaq, under
the symbol “FHLTU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved
for listing on the Nasdaq. The common stock and warrants constituting the units will begin separate trading on the 90th day
following the date of this prospectus (or, if such date is not a business day, the following business day), unless Cantor Fitzgerald
& Co. informs us of its decision to allow earlier separate trading, subject to certain conditions. Once the securities constituting
the units begin separate trading, we expect that the common stock and warrants will be listed on the Nasdaq under the symbols “FHLT”
and “FHLTW,” respectively.
We are an “emerging growth company”
and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting
requirements. Investing in our securities involves risks. Please see “Risk Factors” on page 27. Investors will not
be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
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Price to Public
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Underwriting
Discounts and Commissions(1)
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Proceeds, Before
Expense, to Us
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Per Share
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$
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10.00
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$
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0.65
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$
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9.35
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Total
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$
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200,000,000
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$
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13,000,000
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$
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187,000,000
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(1)
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Includes $0.45 per unit (less the $300,000 financial
advisory fee payable to Roth Capital Partners, LLC upon consummation of this offering as described in this prospectus), or $8,700,000
(or $10,050,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, payable to the representative
of the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States
as described herein. The deferred commissions will be released to the representative of the underwriters only on completion of an
initial business combination as described in this prospectus. See “Underwriting” for a description of compensation and
other items of value payable to the underwriters.
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Of the proceeds we receive from this offering
and the sale of the private placement warrants described in this prospectus, $201.0 million, or $231.15 million if the underwriters’
over-allotment option is exercised in full ($10.05 per unit in either case), will be deposited into a U.S.-based trust account at JPMorgan
Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee.
The
underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021.
Sole Book-Running Manager
The
date of this prospectus is , 2021
We
are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone
to provide any information or to make any representations other than those contained in this prospectus. We and the underwriters
take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances and in jurisdictions where
it is lawful to do so. The information contained in this prospectus is current only as of its date.
TABLE
OF CONTENTS
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does
not contain all of the information that you should consider in making an investment decision. You should read this entire
prospectus carefully, including the information under “Risk Factors” and our financial statements and the related
notes included elsewhere in this prospectus, before investing.
Unless
otherwise stated in this prospectus or the context otherwise requires, references to:
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•
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“amended and restated certificate of incorporation” are to our certificate of incorporation to be in effect upon the completion of this offering;
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•
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“anchor
investors” are to certain qualified institutional buyers or institutional accredited investors, which have expressed interest
to purchase an aggregate of 19,480,000 of the units to be sold in this offering as further described herein;
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•
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“common
stock” are to our common stock, par value $0.0001 per share;
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•
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“equity-linked
securities” are to any debt or equity securities that are convertible, exercisable
or exchangeable for shares of our common stock issued in a financing transaction in connection
with our initial business combination, including but not limited to a private placement
of equity or debt;
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•
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“founders”
are to our sponsors;
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•
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“founder
shares” are to the shares of our common stock issued to our initial stockholders
prior to this offering;
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•
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“initial
stockholders” are to the holders of our founder shares prior to this offering;
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•
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“management”
or our “management team” are to our officers and directors;
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•
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“Future
Health,” “we,” “us,” “our” or the “company”
are to Future Health ESG Corp., a Delaware corporation;
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•
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“private
placement warrants” are to the warrants sold in a private placement simultaneously
with the closing of this offering and any warrants issued upon conversion of working
capital loans;
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•
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“public
shares” are to shares of our common stock sold as part of the units in this offering
(whether they are purchased in this offering or thereafter in the open market);
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•
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“public
stockholders” are to the holders of our public shares, including our initial stockholders,
officers and directors to the extent our initial stockholders, officers or directors
purchase public shares, provided that each of their status as a “public stockholder”
shall only exist with respect to such public shares;
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•
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“public
warrants” are to our redeemable warrants sold as part of the units in this offering
(whether they are purchased in this offering or thereafter in the open market); and
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•
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“sponsors”
are to our members of management and/or their affiliates that initially purchased certain
of the founder shares.
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Unless
we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option
and the forfeiture by our founders of an aggregate of 750,000 founder shares.
Introduction
We
are a newly organized blank check company incorporated in Delaware in February 2021 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational
activities as well as activities related to this offering. We have not selected any specific business combination target and we
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target regarding a business combination with our company.
While
we may pursue an initial business combination opportunity in any industry or geographical location, we intend to capitalize on
our management team’s background and experience to identify promising opportunities that are at the forefront of smart health
technology and are enabling innovative solutions that support the transformation to value-based, precision healthcare. Specifically,
we are pursuing scale-up stage operating companies that leverage modern data science to make healthcare more effective, personalized,
and cost efficient. Our board of directors and management intend to consider target businesses that align with our environmental,
social, and governance (ESG) criteria, making a positive impact on society, operating ethically and transparently, and creating
premium economic returns through smart health technologies. We believe that ESG principles are central factors in measuring the
sustainability and societal impact of an investment in a company or business and that these criteria help to better determine
the future financial performance of companies.
Our
Management Team and Board of Directors
Our
management team has significant industry and hands-on experience in mergers and acquisitions as well as in founding and growing
companies. Additionally, our management team has operated and invested in leading global technology companies across their corporate
life cycles and developed deep relationships with key large multi-national organizations and investors. We believe that these
relationships and our officers’ and directors’ expertise will provide a significant opportunity to drive strategic
dialogue, access new customer relationships and improve operating results following the completion of our initial business combination.
Bradley
A. Bostic has served as our Chairman and Chief Executive Officer since our inception. From its inception in March 2020 until January
2021, Brad served as a co-founder and Board of Directors member of Novus Capital Corporation, which combined with agtech pioneer AppHarvest
(NASDAQ: APPH; APPHW) funding the deployment of disruptive controlled environment farming technology to grow pesticide-free fruits and
vegetables. Mr. Bostic has served as the Chairman and Chief Executive Officer of hc1.com, Inc. since founding the company in 2011. More
than 1,000 health systems and diagnostic laboratory sites utilize hc1’s machine-learning powered software. Mr. Bostic has been
responsible for forging strategic hc1 partnerships with global healthcare technology leaders including Quest Diagnostics, Appriss Health,
CliniSys, and Amazon Web Services and with leading healthcare organizations including Cleveland Clinic, University of Washington Health
System, Sonora Quest Labs, and Sonic Healthcare. Mr. Bostic has served as the Managing Director of Health Cloud Capital Fund I, LP since
June 2017, where he leads the deployment of a private equity fund targeting growth-stage precision health SaaS companies. Mr. Bostic
has served on the board of directors of TechPoint Indiana, an advisory body advising technology companies headquartered in Indiana, since
January 2015 and Eskenazi Health Foundation, a non-profit organization aiming to promote a vital, healthy Indianapolis community, since
December 2017.
Travis
A. Morgan has served as our Chief Financial Officer and a member of our Board of Directors since our inception. Mr. Morgan has over
20 years of experience as a private equity investor and operating partner focused on early-stage life science and technology concerns.
Since January 2007, Mr. Morgan has served as Managing Director of Caravel Ventures, LLC where he has been responsible for 18 capital
infusions into 12 different operating companies, acting as a full-time executive officer of seven of those portfolio companies, including
serving as co-founder and Chief Financial Officer of Strand Diagnostics, LLC, a leading CLIA-certified precision medicine laboratory,
and President and Chief Operating Officer of Animated Dynamics, Inc., a precision diagnostics company developing novel technology for
personalized chemotherapy selection. Since July 2017, Mr. Morgan has served as Managing Director and Chief Financial Officer of Health
Cloud Capital Fund I, LP. Since January 2015, Mr. Morgan has been a stockholder of, and served as finance and strategy consultant and
Board observer for, hc1.com, Inc. He has authored several peer-reviewed scientific papers and presentations, and has been awarded 11
life science patents as named inventor and/or assignee. Mr. Morgan began his finance career at KPMG Peat Marwick.
R.
Mark Lubbers has served as a member of our Board of Directors since our inception. Mr. Lubbers has over four decades of experience
in the insurance, financial services, energy, regulatory affairs, and public service fields. Since November 2016, Mr. Lubbers has served
as the Managing Member of Spruance LLC, a company responsible for managing the residual assets of City Financial Corp., a regional investment
bank for which he served as the lead independent director from January 2000 until January 2017, overseeing the sale of the firm in three
transactions during 2016 and 2017. Since December 2016, Mr. Lubbers has served as the Chief Executive Officer and Executive Chairman
of ZahlenK-12, LLC, an educational event ticketing & payments processing provider serving schools in 41 states. Mr. Lubbers served
as the Senior VP for Corporate Affairs at health insurer Anthem, Inc. (NYSD: ANTM) from 1991 to 1995, where he developed the strategic
plan to demutualize the company and grow via acquisitions into an insurance giant, also playing a lead role in the initial public offering
of spin-out Acordia Insurance (now NYSE: KKR). Mr. Lubbers has played principal roles in multi-billion-dollar sustainable methanol, carbon
capture, and gasification projects. In the public service arena, he served as a lead advisor to one United States senator, two sitting
governors, and one presidential campaign, and was chief operating officer at the Hudson Institute from 1987 to 1991, where he held Top
Secret security clearance while managing extensive government contracting, regulatory compliance, and economic policy initiatives.
Dr.
F. John Mills, MD, PhD has served as a member of our Board of Directors since our inception. Dr. Mills is an accomplished
healthcare industry executive and entrepreneur with a background in general management of contract research organizations and
pharmaceutical development spanning 30 years. Dr. Mills has served as a member of the boards of directors of hc1.com, Inc. and
Alimentiv Inc. since March 2011 and January 2015, respectively. Dr. Mills has also served as the President of FJM Consulting LLC,
a strategy consulting firm serving life sciences companies in the United States, United Kingdom and Australia, from January 2012
to May 2020. Dr. Mills co-founded BioStorage Technologies Inc. in 2003 and served as Chairman until November 2015. BioStorage
Technologies Inc. provided management, logistics, and storage services for biological specimens and data to life science companies,
and grew to become among the largest in its niche, ultimately being sold to the Brooks Life Sciences division of publicly traded
Brooks Automation, Inc. (NASDAQ: BRKS) in November 2015. Prior to its acquisition by Laboratory Corporation of America Holdings,
NYSE: LH, Dr. Mills held various senior executive level positions at publicly traded Covance Inc., from April 1991 to January
2003, including Global President of the Central Lab Division, and Senior Vice President of European Clinical Research Services.
Dr. Mills is an investor and advisor for multiple innovative biotech companies including Intelsius, an emerging leader in cold
chain and packaging solutions for the life sciences industry, and hc1.com, Inc. Dr. Mills also served as a specialist in aviation
medicine in the UK’s Royal Air Force.
Dr.
Nancy L. Snyderman has served as a member of our Board of Directors since our inception. Dr. Snyderman, a trained pediatrician
and head and neck surgeon, served as the Chief Medical Editor for NBC News from September 2006 to May 2015 and was a medical correspondent
for ABC News from September 1987 to May 2003. In addition to her career as a journalist, Dr. Snyderman was a clinical professor
of otolaryngology at the University of Pennsylvania from August 2003 to December 2015, and a Professor at Stanford University’s
Center for Innovation in Global Health from May 2015 to June 2018. Dr. Snyderman was Senior Vice President of Corporate Communications
at Johnson & Johnson (NYSE: JNJ) from January 2003 to September 2006. She practiced as an Otolaryngologist at California Pacific
Medical Center from July 1994 to June 2003. Dr. Snyderman currently serves on the boards of directors of life science companies
Alkermes Public Limited Company (NASDAQ: ALKS), Axonics Modulation Technologies, Inc. (NASDAQ: AXNX), and Lyra Therapeutics, Inc.
(NASDAQ: LYRA) and served as an Advisory Board Member for GE’s Healthymagination from September 2006 to May 2016. She previously
served on the boards of directors of several health and wellness nonprofit organizations including Fair Food Network, from April
2017 to June 2020, and the Institute for Healthcare Improvement, from September 2011 to December 2018. During Dr. Snyderman’s
tenure as a medical journalist at NBC News and ABC News, she and her reporting teams received Emmy Awards, Edward R. Murrow Awards,
a Columbia University DuPont Award, and a Gracie Award. Dr. Snyderman is a fellow in the American College of Surgeons.
We believe the experience of our management
team, strengthened by their industry network and our experienced board of directors, will enhance our ability to source viable prospective
target businesses, capitalize them and ensure public-market readiness. We believe that our management team is equipped with the knowledge,
experience, capital and human resources to pursue unique opportunities that will offer attractive risk-adjusted returns.
Our
officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses.
We presently expect each of our officers and directors to devote such amount of time as they reasonably believe is necessary to
our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority
of their time as we move into serious negotiations with a target business for a business combination). The past successes of our
executive officers and directors do not guarantee that we will successfully consummate an initial business combination.
Acquisition
Strategy
While
we have not yet selected a target business with which to consummate our initial business combination, we believe based on our
management’s business knowledge and past experience that there are numerous potential candidates. We expect that our principal
means of identifying potential target businesses will be through the extensive contacts and relationships of our initial stockholders,
officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying
or performing due diligence on potential target businesses, our officers and directors believe that the relationships they have
developed over their careers and their access to our initial stockholders and their affiliates’ contacts and resources will
generate a number of potential business combination opportunities that will warrant further investigation. We also anticipate
that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial
community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us.
These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many
of these sources will have read this prospectus and know what types of businesses we are targeting.
Investment
Criteria
Consistent
with our strategy, we have identified the following criteria to evaluate prospective target businesses. We may, however, decide
to enter into our initial business combination with a target business that does not meet these criteria. We have identified the
following criteria that we believe are important in evaluating candidates for our initial business combination:
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Operating
Stability with Significant Growth Potential. We will generally seek to acquire
a business that has demonstrated operational stability with consistent historical growth
in their financial results, and which is expected to continue to grow for the foreseeable
future.
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Leadership
Position in its Industry. We will generally seek to identify a business that
has a leadership position in its industry and/ or a defensible niche with a target market
as a result of differentiated technology or other competitive advantages.
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Unrealized
Potential for Shareholder Value Creation. We will target businesses that are
both initially attractive investment candidates and that possess the potential for ongoing
shareholder value creation in the long term. Examples of post-acquisition value creating
activities include operational improvements in sales and marketing, increasing operating
efficiency and reducing costs. Other examples include value creation opportunities through
add on acquisitions or divestitures, or by lowering the cost of capital by opening up
new sources of debt or equity financing.
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Potential
to Grow Via Acquisition Opportunities. We will generally seek to acquire a business
that has the potential to grow through additional acquisitions.
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Innovating
within an existing market. We will seek a company that offers innovative products
or business models within an existing market, sparing the risk and burden of developing
a new and yet to be proven marketplace.
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Enterprise
Value. We intend to focus on companies with valuations between $500,000,000 and
$1,500,000,000, as we believe there are a substantial number of potential target businesses
within this range that can benefit from new capital to scale operations
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Committed
and Capable Management Team. We will generally seek to acquire a business with
a professional management team whose interests are aligned with those of our investors.
Where necessary, we may also look to complement and enhance the capabilities of the target
business’s management team by recruiting additional talent through our network
of contacts.
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Benefit
from Being a Publicly Traded Company. We will primarily seek a target that we
believe will benefit from being publicly traded and will be able to effectively utilize
the broader access to capital and the public profile that are associated with being a
publicly traded company.
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Consideration
of ESG Factors. Our board of directors and management intend to prioritize ESG
factors in connection with their analysis of target businesses.
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These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general criteria as well as other considerations, factors, criteria and guidelines
that our management may deem relevant.
Our
Acquisition Process
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial,
operational, legal and other information that will be made available to us.
We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsors, officers
or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsors,
officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent
investment banking firm or from another independent entity that commonly renders valuation opinions, that such initial business
combination is fair to our company from a financial point of view.
Members
of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to
evaluating a particular business combination if the retention or resignation of any such officers and directors was included by
a target business as a condition to any agreement with respect to our initial business combination.
Our
officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire
to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business
or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us.
Our
officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business
combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination
opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties,
he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and
only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more
information, see the section entitled “Management — Conflicts of Interest.”
We
do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially
affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide
that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are
legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Initial
Business Combination
Our
initial business combination must occur with one or more target businesses that together have a fair market value equal to at
least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm or from another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or
acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however,
structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to
register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business
combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target
and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number
of new shares in exchange for all of the outstanding capital stock of a target or issue a substantial number of new shares to third parties
in connection with financing our initial business combination. In such cases, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100%
of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% fair market
value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based
on the aggregate value of all of the target businesses.
Emerging
Growth Company Status and Other Information
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval
of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may
be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than
$1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth
company” shall have the meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held
by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded
$100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as
of the end of that year’s second fiscal quarter.
Corporate
Information
Our
executive offices are located at 8 The Green, Suite #12081, Dover, DE 19901 and our telephone number is 833-338-8734. Upon completion
of this offering, our corporate website address will be www.fhesg.com. Our website and the information contained on, or that can
be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus
or the registration statement of which this prospectus forms a part. You should not rely on any such information in making your
decision whether to invest in our securities.
The
Offering
In
making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members
of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being
conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded
to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section
below entitled “Risk Factors.”
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Securities offered
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20,000,000 units (or 23,000,000 units if the underwriters’ over-allotment option is exercised in
full), at $10.00 per unit, each unit consisting of:
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• one share of common stock; and
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• one-half of one redeemable warrant to purchase one share of common stock.
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Proposed Nasdaq
symbols
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Units:
“FHLTU”
Common
Stock: “FHLT”
Warrants:
“FHLTW”
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Trading
commencement and separation of common stock and warrants
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The
units will begin trading on or promptly after the date of this prospectus. The common stock and warrants constituting the units
will begin separate trading on the 90th day following the date of this prospectus (or, if such date is not a business
day, the following business day) unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading,
subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when
such separate trading will begin. Once the shares of common stock and warrants commence separate trading, holders will have the
option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers
contact our transfer agent in order to separate the units into shares of common stock and warrants. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units,
you will not be able to receive or trade a whole warrant.
Additionally,
the units will automatically separate into their component parts and will not be traded after completion of our initial
business combination.
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Separate trading
of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K
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In no event will the common stock and warrants
be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet
of our company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report
on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following
the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide
updated financial information to reflect the exercise of the underwriters’ over-allotment option.
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Units:
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Number outstanding before this offering
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0
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Number
outstanding after this offering
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20,000,0001.
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Common
stock:
Number
outstanding before this offering
Number
outstanding after this offering
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5,750,000.2
25,000,000
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Warrants:
Number
of warrants to be outstanding before this offering
Number
of warrants to be outstanding after this offering and the sale of private placement warrants
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0
17,375,0003
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Exercisability
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Each
whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject
to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade.
We
structured each unit offered in this offering to contain one-half of one redeemable warrant, with each whole warrant exercisable
for one share of our common stock, as compared to units issued by some other similar blank check companies which contain
whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion
of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share,
thus making us, we believe, a more attractive business combination partner for target businesses.
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Exercise price
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$11.50
per share of common stock, subject to adjustment as described herein.
In addition, if, in connection with an initial business combination,
(x) we issue 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 our board of directors and, in the case of any
such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders
or their 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 our initial
business combination on the date of the completion of our initial business combination, and (z) the volume weighted average trading price
of our common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial 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 under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of
the greater of the Market Value and the newly issued price.
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1
Assumes no exercise of the underwriters’ over-allotment option.
2 Consists solely of founder
shares and includes up to 750,000 shares that are subject to forfeiture by our founders depending on the extent to which the
underwriters’ over-allotment option is exercised.
3
Assumes no exercise of the underwriters’ over-allotment option and includes, accordingly, an aggregate of 7,375,000
private placement warrants sold concurrently with closing of this offering.
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Exercise period
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The
warrants will become exercisable 30 days after the completion of our initial business combination; provided
that we have an effective registration statement under the Securities Act covering the issuance of the shares
of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available
and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws
of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis
under the circumstances specified in the warrant agreements).
We have agreed that as soon as practicable after the closing of our
initial business combination, we will use our best efforts to file with the SEC and to have declared effective a post-effective amendment
to this registration statement, or a new registration statement, covering the issuance of the shares of common stock issuable upon exercise
of the warrants 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.
The
warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or
earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us
and not placed in the trust account.
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Redemption of warrants
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Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the
private placement warrants):
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period;
and
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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.
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We
will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of
the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating
to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised
on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
If
we call the warrants for redemption as described above, our management will have the option to require all holders that
wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to
exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash
position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum
number of shares of common stock issuable upon the exercise of our warrants. In such event, each holder would pay the
exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by
dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of
the “fair market value” of our common stock (defined above) over the exercise price of the warrants by (y)
the fair market value. Please see “Description of Securities — Warrants — Public Stockholders’
Warrants” for additional information.
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Founder shares
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In March 2021, BEA Holdings, LLC, an affiliate of Bradley A. Bostic, our
Chairman and Chief Executive Officer; m2 Enterprises Holdings, LLC, an affiliate of Travis A. Morgan, our Chief Financial Officer and
a member of our Board of Directors; and Future Health ESG Associates 1, LLC, of which Messrs. Bostic and Morgan are the managers, purchased
an aggregate of 4,312,500 founder shares for a capital contribution of $25,000. On March 23, 2021, Future Health ESG Associates 1, LLC
transferred an aggregate of 168,188 founder shares, of which 129,374 shares were transferred to hc1.com, Inc., an affiliate of Messrs.
Bostic and Morgan; and 12,938 shares were transferred to each of Dr. F. John Mills, Dr. Nancy L. Snyderman and R. Mark Lubbers, our directors.
On July 16, 2021, MB Equity, LLC, an affiliate of Messrs. Bostic and Morgan, purchased 1,437,500 additional founder shares for a purchase
price of $8,333. Prior to the initial investment in the company of $25,000 by our initial stockholders, we had no assets, tangible or
intangible. The per-share purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the
number of founder shares issued. If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution
back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation
of this offering in such amount as to maintain the number of founder shares at 20.0% of the outstanding shares of our common stock upon
the consummation of this offering (not including the shares of common stock issuable upon exercise of the private placement warrants).
Up to 750,000 founder shares are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment
option is exercised.
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The
founder shares are identical to the shares of common stock included in the units being sold in this offering, except that:
• our initial stockholders, officers and directors have entered
into a letter agreement with us, and the anchor investors have entered into a separate agreement with us, pursuant to which they have
agreed to waive: (1) their redemption rights with respect to any founder shares and, except in the case of the anchor investors, public
shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights
with respect to any founder shares and, except in the case of the anchor investors, public shares held by them in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption rights as described in this prospectus or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account with respect
to any founder shares they hold if we fail to complete our initial business combination within 15 months from the closing of this offering
or during any extended time that we have to consummate a business combination beyond 15 months as a result of a stockholder vote to amend
our amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders,
officers and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination.
As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted,
the over-allotment option is not exercised and the anchor investors vote their founder shares in favor of the initial business combination),
or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted, the over-allotment option is not
exercised and the anchor investors vote their founder shares in favor of the initial business combination), of the 20,000,000 public
shares sold in this offering to be voted in favor of a transaction, in order to have such initial business combination approved;
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the founder shares are subject to certain transfer restrictions, as described in more detail below; and
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the holders of the founder shares are entitled to registration rights.
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Transfer restrictions on
founder shares
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Our initial
stockholders, officers and directors and the anchor investors 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 our initial business combination; and (2) subsequent
to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of our 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 our 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 after our initial business combination (except as described herein under “Principal
Stockholders — Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees
would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares.
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Expressions of Interest
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Twelve anchor investors, none
of whom is affiliated with any member of our management team, have expressed interest to purchase an aggregate
of 19,480,000 of the units to be sold in this offering. We have instructed the underwriters to allocate units
to the anchor investors pursuant to their respective expressions of interest, however, there is no guarantee
that any or all anchor investors will participate in the offering, or as to the amount of such units the anchor
investors will retain, if any, prior to or upon the consummation of our initial business combination. Further,
each anchor investor that purchases units in this offering will purchase a pro-rata portion of 1,229,798 founder
shares from MB Equity, LLC, an affiliate of Bradley Bostic, our Chief Executive Officer and a director, and
Travis Morgan, our Chief Financial Officer and a director, at a price of $0.0058 per share. In the event the
total number of units sold in this offering is reduced, there shall be a corresponding reduction in the number
of units and founder shares each anchor investor will acquire.
The anchor investors are not required to (i) other than as
described above, hold any units, shares of common stock or warrants they may purchase in this offering or thereafter for any amount
of time, (ii) vote any shares of common stock they may own at the applicable time in favor of our
initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial
business combination.
In the event that the anchor investors purchase such units
(either in this offering or after) and vote in favor of our initial business combination, it is possible that no votes from other
public shareholders would be required to approve our initial business combination, depending on the number of shares that are present
at the meeting to approve such transaction. As a result of the founder shares that the anchor investors may hold, they may have different
interests with respect to a vote on an initial business combination than other public stockholders.
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Private placement
warrants
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Our initial stockholders have committed
to purchase an aggregate of 6,375,000 (or 6,975,000 if the underwriters’ over-allotment option is exercised
in full) private placement warrants at a price of $1.00 per warrant ($6,375,000 in the aggregate or $6,975,000
in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement
that will occur simultaneously with the closing of this offering. In addition, Cantor Fitzgerald & Co
has committed to purchase an aggregate of 1,000,000 private placement warrants (or 1,150,000 private placement
warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant
($1,000,000 in the aggregate, or $1,150,000 in the aggregate if the underwriters’ over-allotment option
is exercised in full) in a private placement that will close simultaneously with the closing of this offering.
A portion of the purchase price of the private placement warrants will be added to the proceeds from this
offering to be held in the trust account. If we do not complete our initial business combination within 15
months from the closing of this offering or following any Extension Period, the proceeds of the sale of the
private placement warrants held in the trust account will be used to fund the redemption of our public shares
(subject to the requirements of applicable law) and the private placement warrants will expire worthless.
The private placement warrants are identical to the warrants sold in this offering except that, (1) the private
placement warrants (including the shares of common stock issuable upon exercise thereof) are subject to certain
transfer restrictions (as described in more detail under “Principal Stockholders — Transfers of
Founder Shares and Private Placement Warrants”), and the holders thereof are entitled to certain registration
rights (as described in more detail under “Principal Stockholders — Registration Rights”);
(2) the private placement warrants will not be redeemable by us, (3) the private placement warrants may be
exercised by the holders on a cashless basis and (4) the private placement warrants held by Cantor Fitzgerald
& Co. will not be exercisable after 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), in which case such warrants will be cancelled.
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The
private placement warrants are not exchangeable for warrants included in the units. The terms of the private placement
warrants will not be affected by a sale or other transfer thereof. The private placement warrants will not become public warrants
upon a transfer or otherwise and, consequently, will not be salable in the public market.
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Transfer restrictions on private placement warrants
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The private
placement warrants (and the shares of common stock issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except as described herein under
“Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees
would be subject to the same restrictions and other agreements of our initial stockholders with respect to such securities.
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Proceeds to
be held in trust account
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The Nasdaq rules provide that at least 90% of the gross
proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds we
will receive from this offering and the sale of the private placement warrants described in this prospectus, $201.0 million ($10.05
per unit), or $231.15 million ($10.05 per unit) if the underwriters’ over-allotment option is exercised in full, will be
deposited into a segregated U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust
Company acting as trustee, and $2,375,000 will be used to pay expenses in connection with the closing of this offering and for
working capital following this offering. The funds in the trust account will be invested only in U.S. government treasury bills with
a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries.
Except with respect to interest earned on the funds held in the
trust account that may be released to us to pay our 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 our initial business combination; (2) the redemption of any public
shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to
modify the substance or timing of our obligation to allow redemption rights as described in this prospectus 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 our public shares if we have not completed our initial business combination within 15 months from the closing of this offering, subject
to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could
have priority over the claims of our public stockholders.
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Anticipated expenses and funding sources
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Unless and until we complete our initial business combination,
no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay taxes or to redeem
our public shares in connection with an amendment to our amended and restated certificate of incorporation, as described above.
The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days or less
or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. Based upon current interest rates, we expect the trust account to generate approximately $201,000 of interest annually
(assuming an interest rate of 0.1% per year). Unless and until we complete our initial business combination, we may pay our expenses
only from the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which
will be approximately $1,850,000 in working capital after the payment of approximately $525,000 in expenses relating to this
offering; and any loans or additional investments from our founders, members of our management team or any of their respective
affiliates or other third parties, although they are under no obligation or other duty to loan funds to, or invest in, us, and
provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released
to us upon completion of our initial business combination. If we complete our initial business combination, we expect to repay
such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial 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 to repay such loaned amounts. 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 at the time of the business combination. The warrants
would be identical to the private placement warrants issued to our initial stockholders.
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Conditions
to completing our initial business combination
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Our
initial business combination must be with one or more target businesses that together have a fair market value
equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and
taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our
initial business combination. We do not currently intend to purchase multiple businesses in unrelated industries
in conjunction with our initial business combination, although there is no assurance that will be the case.
If
our board of directors is not able to independently determine the fair market value of the target business or businesses, we
will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions. We will complete our initial business combination only if the post-transaction company owns or acquires 50% or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial
business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or
assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business
or businesses that is owned or acquired by us is what will be valued for purposes of the 80% fair market value test, provided
that in the event that our initial business combination involves more than one target business, the 80% fair market value test
will be based on the aggregate value of all of the target businesses.
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Permitted purchases and
other transactions with respect to our securities
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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our founders, directors, officers or any of their respective affiliates
may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market
either prior to or following the completion of our initial business combination, although they are under no obligation or other
duty to do so. There is no limit on the number of securities such persons may purchase, or any restriction on the price that
they may pay. Any such price per share may be different than the amount per share a public stockholder would receive if it elected
to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial
stockholders, directors, officers or any of their affiliates may enter into transactions with investors and others to provide
them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem
their public shares. However, such persons have no current commitments, plans or intentions to engage in such purchases or other
transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds
in the trust account will be used to purchase public shares or public warrants in such transactions. Such persons will be subject
to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases
are prohibited by Regulation M under the Exchange Act. Please see “Proposed Business — Permitted purchases and other
transactions with respect to our securities” for a description of how such persons will determine from which stockholders
to enter into transactions with.
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We
will adopt an insider trading policy which will require insiders to: (1) refrain from purchasing securities
during certain blackout periods and when they are in possession of any material non-public information; and
(2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether
our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several
factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances,
our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan
is not necessary.
We
do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to
comply with such rules. Our sponsors, directors, officers or any of their respective affiliates will be restricted from making
purchases if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
We
expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent
such purchasers are subject to such reporting requirements.
The
purpose of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby
increase the likelihood of obtaining stockholder approval of the initial business combination, (2) reduce the number of
public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us
to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears
that such requirement would otherwise not be met. Any such transactions may result in the completion of our initial business
combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float”
of our shares of common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
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Redemption
rights for public stockholders upon completion of our initial business combination
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We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares
upon the completion of our initial business combination at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.05 per public share. The redemption rights will include
the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There
will be no redemption rights upon the completion of our initial business combination with respect to our warrants.
Our initial stockholders, officers and directors have entered into a letter agreement with us, and the anchor
investors have entered into a separate agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and, except in the case of the anchor investors, any
public shares held by them in connection with the completion of our initial business combination.
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Manner
of conducting redemptions
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We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination;
or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether we
will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors such as the timing of the transaction. Asset acquisitions and stock purchases
would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions
where we issue more than 20.0% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation
would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender
offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we
choose to seek stockholder approval for business or other reasons.
If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant
to our amended and restated certificate of incorporation:
• conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
•
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under Regulation
14A of the Exchange Act, which regulates the solicitation of proxies.
Upon
the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer
rules, we and our officers and directors will terminate any plan established in accordance with Rule 10b5-1 to purchase
shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
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In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open
for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not
be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified
number of public shares, which number will be based on the requirement that we may not redeem public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions,
or any greater net tangible asset or cash requirement which may be contained in the agreement relating to
our initial business combination. If public stockholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination, and we instead may search
for an alternate business combination (including, potentially, with the same target).
If,
however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide
to obtain stockholder approval for business or other reasons, we will:
• conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer rules; and
• file
proxy materials with the SEC.
We
expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote.
However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing
additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required
to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with
any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.
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If we seek stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A
quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.
Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any founder shares and any public
shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our
initial business combination, our initial stockholders and their permitted transferees will own at least 20.0% of our outstanding shares
of common stock entitled to vote thereon. As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming
all issued and outstanding shares are voted, the over-allotment option is not exercised and the anchor investors vote their founder shares
in favor of the initial business combination), or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum
are voted, the over-allotment option is not exercised and the anchor investors vote their founder shares in favor of the initial business
combination), of the 20,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such initial
business combination approved. These quorum and voting thresholds and agreements may make it more likely that we will consummate our
initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.
Our amended and restated certificate of incorporation will provide
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following
such redemptions. Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant
to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash
consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general
corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business
combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination on such terms or redeem any shares,
all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination (including, potentially, with the same target).
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Tendering share certificates
in connection with a tender offer or redemption rights
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We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the
tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the
proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as
applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate
whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a
beneficial holder must identify itself in order to validly redeem its shares.
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Limitation
on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote
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Notwithstanding
the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we
do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from
redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without
our prior consent. Absent this provision, a public stockholder holding more than an aggregate of 15% of the
shares sold in this offering could threaten to exercise its redemption rights against a business combination
if such holder’s shares are not purchased by us or our founders or their affiliates at a premium to
the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to
redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a
small group of stockholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with a business combination with a target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including all shares held by those stockholders
that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
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Redemption
rights in connection with proposed amendments to our amended and restated certificate of incorporation
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Some
other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our
amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination
activity (including the requirement to deposit proceeds of this offering and the sale of the private placement warrants into the
trust account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders
as described herein) may be amended if approved by holders of at least 50% of our outstanding common stock, and corresponding
provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at
least 50% of our outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or
as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common
stock that are voted is required to approve any such matter voted on by our stockholders. Prior to an initial business combination,
we may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation on any
initial business combination or any amendments to our amended and restated certificate of incorporation. Our initial stockholders,
who will beneficially own approximately 20.0% of our common stock upon the closing of this offering (assuming they do not purchase
any units in this offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust
agreement and will have the discretion to vote in any manner they may choose. Our initial stockholders, officers and directors and
the anchor investors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as
described in this prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares. Our initial stockholders, officers and directors have entered into a letter agreement with us,
pursuant to which they have agreed to waive, and the anchor investors have separately agreed to waive, their redemption rights with respect to any founder shares and, except in the case
of the anchor investors, public shares held by them in connection with a stockholder vote to approve an amendment to our amended and
restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as
described in this prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
business combination activity. Any permitted transferees would be subject to the same restrictions and other agreements of our
initial stockholders with respect to any founder shares.
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Release of funds in trust account on closing
of our initial business combination
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On the completion of our initial business combination, all amounts
held in the trust account will be disbursed directly by the trustee or released to us to pay amounts due to any public stockholders who
properly exercise their redemption rights as described above under “Redemption rights for public stockholders upon completion of
our initial business combination,” to pay all or a portion of the consideration payable to the target or owners of the target of
our initial business combination and to pay other expenses associated with our initial business combination, including deferred underwriting
commissions. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares,
we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or
expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other businesses or for working capital.
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Redemption
of public shares and distribution and liquidation if no initial business combinations
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Our
initial stockholders, officers and directors have agreed that we will have only 15 months from the closing of this offering to
complete our initial business combination. If we have not completed our initial business combination within such 15-month period
or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than ten business days thereafter, 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 (which interest shall be net
of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case
of clauses (2) and (3) to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to complete our initial business combination within such period.
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Our
initial stockholders, officers and directors have entered into a letter agreement with us, and the anchor
investors have entered into a separate agreement with us, pursuant to which they have waived their rights
to liquidating distributions from the trust account with respect to any founder shares held by them if we
fail to complete our initial business combination within 15 months from the closing of this offering or during
any Extension Period. However, if our initial stockholders or any of our officers, directors or any of their
respective affiliates then hold any public shares, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we fail to complete our initial business combination
within the allotted time frame to complete our initial business combination.
Our
initial stockholders, officers and directors and the anchor investors have agreed, pursuant to written agreements with us, that
they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing
of our obligation to allow redemption rights as described in this prospectus or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders
with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
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Limited payments to insiders
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There
will be no finder’s fees, reimbursements or cash payments made by us to our initial stockholders, officers or directors
or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our
initial business combination, other than the following payments, none of which will be made from the proceeds of this offering
and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination:
• reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
• repayment
of non-interest bearing loans which may be made by our founders, officers and directors or their affiliates to finance transaction
costs in connection with an intended initial business combination. 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.
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These
payments may be funded using the net proceeds of this offering and the sale of the private placement warrants
not held in the trust account or, upon completion of the initial business combination, from any amounts remaining
from the proceeds of the trust account released to us in connection therewith.
Our
audit committee will review on a quarterly basis all payments that were made by us to our sponsors, officers or directors or
our or any of their respective affiliates.
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Audit Committee
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Prior
to the effectiveness of the registration statement of which this prospectus forms a part, we will have established and will maintain
an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to
this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly
take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. Please
see “Management — Committees of the Board of Directors — Audit Committee” for additional information.
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Conflicts of Interest
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Our
officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business
combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination
opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or
duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities first,
and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us.
For more information, see the section entitled “Management — Conflicts of Interest.” We do not believe, however,
that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce
our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to
such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally
and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Since our initial stockholders, officers and directors will lose
their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may
acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target
is appropriate for our initial business combination. In March 2021, our initial stockholders paid $25,000, or approximately $0.006 per
share, in the aggregate in consideration for 4,312,500 founder shares. On July 16, 2021, MB Equity, LLC purchased 1,437,500 additional
founder shares for a purchase price of $8,333. In addition, our initial stockholders have committed to purchase an aggregate of 6,375,000
(or 6,975,000 if the underwriters’ over-allotment option is exercised in full) private placement warrants at a price of $1.00 per
warrant ($6,375,000 in the aggregate or $6,975,000 in the aggregate if the underwriters’ over-allotment option is exercised in
full) in a private placement that will occur simultaneously with the closing of this offering. In addition, Cantor Fitzgerald & Co.
has committed to purchase an aggregate of 1,000,000 private placement warrants (or 1,150,000 private placement warrants if the underwriters’
over-allotment option is exercised in full) at a price of $1.00 per warrant ($1,000,000 in the aggregate, or $1,150,000 in the aggregate
if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the
closing of this offering. The initial stockholders’ purchase price for the founder shares and warrants is substantially less than
the $10.00 public offering price that investors will pay for the units sold in this offering. The founder shares and private placement
warrants will be worthless if we do not complete our initial business combination. Because of the disparate prices paid for their securities,
our initial stockholders, including our officers, directors and their affiliates, could make a substantial profit even if the common
stock and warrants trade at or below the public offering price of the units. For example, if following our initial business combination
our common stock were to trade at a price of $9.00 per share and our warrants were to trade at a price of $1.50 per warrant, purchasers
of units in this offering will be holding securities with a market value of $9.75 per unit, resulting in a loss of $0.25 per unit or
an aggregate loss of $5,000,000 (assuming the underwriters’ over-allotment option is not exercised). However, our initial stockholders
would have substantial appreciation in the value of their securities of approximately $8.994 per share and $0.50 per private placement
warrant, or appreciation of an aggregate of $48,154,167 (assuming the underwriters’ over-allotment option is not exercised). Since
members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement
warrants following the closing of this offering, the personal and financial interests of our officers and directors may influence their
motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the
operation of the business following the initial business combination. This risk may become more acute as the 15-month anniversary of
the closing of this offering nears, which is the deadline for our completion of an initial business combination.
|
|
Indemnity
|
Future Health ESG Associates 1, LLC has agreed that it will be liable to us if and to the extent any claims by a third party
for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the trust account to below: (1) $10.05 per public share; or (2) such 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 the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of
the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event
that an executed waiver is deemed to be unenforceable against a third party, Future Health ESG Associates 1, LLC will not be responsible
to the extent of any liability for such third-party claims. We have not independently verified whether Future Health ESG Associates
1, LLC has sufficient funds to satisfy its indemnity obligations and believe that its only assets are stock of our company. Therefore,
we believe it is unlikely that Future Health ESG Associates 1, LLC will be able to satisfy those obligations.
|
Risks
We
are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business
combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities,
you should take into account not only the background of our management team, but also the special risks we face as a blank check company.
This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not
be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Please see “Proposed Business
— Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419” for additional information concerning
how Rule 419 blank check offerings differ from this offering.
Our business is subject to numerous risks
described in the section titled “Risk Factors” and elsewhere in this prospectus. The main risks set forth below and others
you should consider are discussed more fully in the section entitled “Risk Factors” beginning on page 27, which you should
read in its entirety.
Risks
Relating to Business Operations, Our Search for, and Consummation of or Inability to Consummate, a Business Combination
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|
•
|
We
are a newly incorporated company with no operating history and no revenues, and you have
no basis on which to evaluate our ability to achieve our business objective.
|
|
|
•
|
Our
independent registered public accounting firm’s report contains an explanatory paragraph
that expresses substantial doubt about our ability to continue as a “going concern.”
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|
|
•
|
Our
public stockholders may not be afforded an opportunity to vote on our proposed initial business
combination, which means we may complete our initial business combination even though a majority
of our public stockholders do not support such a combination.
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|
|
•
|
If
we seek stockholder approval of our initial business combination, our initial stockholders,
officers and directors have agreed to vote in favor of such initial business combination,
regardless of how our public stockholders vote.
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|
|
•
|
Your
only opportunity to affect the investment decision regarding a potential business combination
will be limited to the exercise of your right to redeem your shares from us for cash, unless
we seek stockholder approval of such business combination.
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|
|
•
|
The
ability of our public stockholders to redeem their shares for cash may make our financial
condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
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|
|
•
|
The
ability of our public stockholders to exercise redemption rights with respect to a large
number of our shares could increase the probability that our initial business combination
would be unsuccessful and that you would have to wait for liquidation in order to redeem
your stock.
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|
|
•
|
We
may not be able to complete our initial business combination within the prescribed time frame,
in which case we would cease all operations except for the purpose of winding up and we would
redeem our public shares and liquidate, in which case our public stockholders may receive
only $10.05 per share, or less than such amount in certain circumstances, and our warrants
will expire worthless.
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•
|
If
we seek stockholder approval of our initial business combination, our founders, directors,
officers or any of their respective affiliates may enter into certain transactions, including
purchasing shares or warrants from the public, which may influence the outcome of our proposed
business combination and reduce the public “float” of our securities.
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|
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•
|
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection
with our initial business combination or fails to comply with the procedures for tendering
its shares, such shares may not be redeemed.
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•
|
You
will not have any rights or interests in funds from the trust account, except under certain
limited circumstances. To liquidate your investment, therefore, you may be forced to sell
your public shares or warrants, potentially at a loss.
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|
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•
|
You
will not be entitled to protections normally afforded to investors of many other blank check
companies.
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|
•
|
If
the net proceeds of this offering and the sale of the private placement warrants not being
held in the trust account are insufficient, it could limit the amount available to fund our
search for a target business or businesses and complete our initial business combination
and we will depend on loans from our founders or management team to fund our search, to pay
our taxes and to complete our initial business combination. If we are unable to obtain such
loans, we may be unable to complete our initial business combination.
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|
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•
|
The
grant of registration rights to our initial stockholders, Cantor Fitzgerald & Co. and
their permitted transferees may make it more difficult to complete our initial business combination,
and the future exercise of such rights may adversely affect the market price of our common
stock.
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|
•
|
Because
we are neither limited to evaluating target businesses in a particular industry, sector or
geographic area nor have we selected any specific target businesses with which to pursue
our initial business combination, you will be unable to ascertain the merits or risks of
any particular target business’s operations.
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|
•
|
Although
we have identified general criteria and guidelines that we believe are important in evaluating
prospective target businesses, we may enter into our initial business combination with a
target that does not meet such criteria and guidelines, and as a result, the target business
with which we enter into our initial business combination may not have attributes entirely
consistent with our general criteria and guidelines.
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|
|
•
|
We
may seek acquisition opportunities with an early stage company, a financially unstable business
or an entity lacking an established record of revenue or earnings, which could subject us
to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining
key personnel.
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|
|
•
|
Since
our initial stockholders will lose their entire investment in us if our initial business
combination is not completed (other than with respect to any public shares they may hold),
a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination.
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|
|
•
|
Our
initial stockholders paid an aggregate of $33,333 for the founder shares, or approximately $0.006 per founder share. As a result
of this low initial price, our initial stockholders, including our management team, stand to make a substantial profit even if an
initial business combination subsequently declines in value or is unprofitable for our public stockholders.
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|
|
•
|
Since
our anchor investors will acquire founder shares from our sponsor in connection with the closing of this offering, a conflict of
interest may arise in determining whether a particular target business is appropriate for our initial business combination.
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|
•
|
We
may attempt to complete our initial business combination with a private company about which
little information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all.
|
|
|
•
|
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold
may make it possible for us to complete our initial business combination with which a substantial
majority of our stockholders do not agree.
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Risks
Relating to Our Management
|
|
•
|
Our
ability to successfully effect our initial business combination and to be successful thereafter
will be dependent upon the efforts of our key personnel, some of whom may join us following
our initial business combination. The loss of key personnel could negatively impact the operations
and profitability of our post-combination business.
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|
|
•
|
Our
key personnel may negotiate employment or consulting agreements with a target business in
connection with a particular business combination, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements
may cause our key personnel to have conflicts of interest in determining whether to proceed
with a particular business combination. However, we do not expect that any of our key personnel
will remain with us after the completion of our initial business combination.
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|
|
•
|
Our
officers and directors are now, and may in the future become, affiliated with entities engaged
in business activities similar to those intended to be conducted by us and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity
or other transaction should be presented.
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|
|
•
|
We
may engage in a business combination with one or more target businesses that have relationships
with entities that may be affiliated with our initial stockholders, officers or directors
which may raise potential conflicts of interest.
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|
|
•
|
Our
officers, directors and initial stockholders are from time to time involved in other business ventures unrelated to our business
but which may generate business or legal disputes with investors and others unrelated to our company, and these disputes may distract
our management from operating our company and/or result in adverse publicity that could be harmful.
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Risks
Relating to Our Securities
|
|
•
|
If
third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by stockholders may be less than $10.05 per
share.
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|
•
|
Our
independent directors may decide not to enforce the indemnification obligations of Future
Health ESG Associates 1, LLC, resulting in a reduction in the amount of funds in the trust
account available for distribution to our public stockholders.
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|
|
•
|
The
securities in which we invest the funds held in the trust account could bear a negative rate
of interest, which could reduce the value of the assets held in trust such that the per-share
redemption amount received by public shareholders may be less than $10.05 per share.
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•
|
If,
after we distribute the proceeds in the trust account to our public stockholders, we file
a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board
of directors may be viewed as having breached their fiduciary duties to our creditors, thereby
exposing the members of our board of directors and us to claims of punitive damages.
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|
•
|
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions
received by them upon redemption of their shares.
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|
•
|
Our initial stockholders made a capital contribution of $33,333, or approximately
$0.006 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our common
stock.
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|
|
•
|
Our
public warrants, founder shares and private placement warrants (including the shares of common
stock issuable upon exercise thereof) may have an adverse effect on the market price of our
common stock and make it more difficult to effectuate our initial business combination.
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|
|
•
|
Our
public warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern
District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders
of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
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|
|
•
|
An investment in this offering may result in
uncertain or adverse U.S. federal income tax consequences.
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|
|
•
|
Our anchor investors have provided indications
of interest to purchase up to approximately 97.4% of the units sold in this offering. Depending on how many units are purchased by
the anchor investors, the trading volume, volatility and liquidity for our shares could be reduced, the trading price of our shares
could be adversely affected and other investors could be prevented from influencing significant corporate decisions.
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SUMMARY
FINANCIAL DATA
The
following table summarizes the relevant financial data for our business and should be read with our financial statements, which
are included in this prospectus. We have not had any significant operations to date, and accordingly only balance sheet data is
presented.
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|
|
June 30, 2021
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|
|
|
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Actual
|
|
|
As
Adjusted(1)
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|
|
Balance Sheet Data:
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|
|
|
|
|
|
|
|
|
Working capital (deficiency)(2)
|
|
$
|
(175,201
|
)
|
|
$
|
202,850,000
|
|
|
Total assets(3)
|
|
$
|
242,470
|
|
|
$
|
202,882,570
|
|
|
Total liabilities
|
|
$
|
209,900
|
|
|
$
|
9,000,000
|
|
|
Value of shares of common stock that may be redeemed
in connection with our initial business combination ($10.05 per share)(4)
|
|
$
|
-
|
|
|
$
|
188,882,569
|
|
|
Stockholders’ equity(5)
|
|
$
|
32,570
|
|
|
$
|
5,000,001
|
|
|
(1)
|
Assumes the full forfeiture of 750,000 shares of
common stock that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.
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|
|
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|
(2)
|
The “as adjusted” calculation includes
$201,000,000 in cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,850,000
in cash held outside the trust account.
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|
|
|
|
(3)
|
The “as adjusted” calculation equals
$201,000,000 in cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,850,000
in cash held outside the trust account, plus $32,570 of actual stockholder's equity at June 30, 2021.
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|
|
|
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(4)
|
The “as adjusted” calculation equals
the “as adjusted” total assets, less the “as adjusted” stockholders' equity, which is set to approximate
the minimum net tangible assets threshold of at least $5,000,001 upon consummation of our initial business combination.
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|
|
|
|
(5)
|
Excludes 18,794,285 shares of common stock purchased
in the public market which are subject to redemption in connection with our initial business combination. The “as adjusted”
calculation equals the “as adjusted” total assets, less the value of common that may be redeemed in connection with our
initial business combination (approximately $10.05 per share).
|
The
“as adjusted” information gives effect to the sale of the units we are offering and the sale of the private placement
warrants, including the payment of the estimated costs of the offering from such sales and the repayment of the accrued and other
liabilities required to be repaid.
The “as adjusted”
working capital and total assets amounts include the $201,000,000 to be held in the trust account, which, except for limited situations
described in this prospectus, will be available to us only upon the consummation of a business combination within the time period described
in this prospectus. If a business combination is not so consummated, the trust account, less amounts we are permitted to withdraw from
interest earned on the funds in the trust account as described in this prospectus, will be distributed solely to our public stockholders
(subject to our obligations under Delaware law to provide for claims of creditors).
We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior
to or upon consummation of such business combination and, solely if we seek stockholder approval, a majority of the outstanding
shares of common stock voted are voted in favor of the business combination.
If no business combination is completed within
the period to consummate the initial business combination, the proceeds then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), will be used to fund the redemption of our public shares. Our sponsor and directors and each member of our management team
have entered into a letter agreement with us, and the anchor investors have entered into a separate agreement with us, pursuant to which
they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by
them if we do not complete our initial business combination within such 15-month time period.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following
events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment.
Risks
Relating to Business Operations, Our Search for, and Consummation of or Inability to Consummate, a Business Combination
We
are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability
to achieve our business objective.
We
are a newly incorporated company with no operating results, and we will not commence operations until obtaining funding through
this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business
objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or
understandings with any prospective target business concerning a business combination and may be unable to complete our initial
business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt
about our ability to continue as a “going concern.”
As
of June 30, 2021, we had $26,366 in cash and a working capital deficit of $175,201. Further, we have incurred and expect to continue
to incur significant costs in pursuit of our finance and acquisition plans. Management’s plans to address this need for capital
through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital or to consummate an initial
business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going
concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability
to consummate this offering or our inability to continue as a going concern.
Our
public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may
complete our initial business combination even though a majority of our public stockholders do not support such a combination.
We
may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder
approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or
other reasons. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting
but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares
to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that
required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination.
However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval
of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction. Accordingly, we may
consummate our initial business combination even if holders of a majority of our outstanding public shares do not approve of the
business combination we consummate. Please see “Proposed Business — Stockholders May Not Have the Ability to Approve
Our Initial Business Combination” for additional information.
If
we seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed
to vote in favor of such initial business combination, regardless of how our public stockholders vote.
Our initial stockholders, officers and directors have agreed (and their
permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination.
As a result, in addition to the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted,
the over-allotment option is not exercised and the anchor investors vote their founder shares in favor of the initial business combination),
or 1,250,001, or 6.25% (assuming only the minimum number of shares representing a quorum are voted, the over-allotment option is not exercised
and the anchor investors vote their founder shares in favor of the initial business combination), of the 20,000,000 public shares sold
in this offering to be voted in favor of a transaction, in order to have such initial business combination approved. We expect that our
initial stockholders and their permitted transferees will own at least 20.0% of our outstanding shares of common stock at the time of
any such stockholder vote. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the
necessary stockholder approval will be received than would be the case if our initial stockholders and their permitted transferees agreed
to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.
Your
only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise
of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any
target businesses. Additionally, since our board of directors may complete a business combination without seeking stockholder
approval, public stockholders may not have the right or opportunity to vote on the business combination. Accordingly, if we do
not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination
may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth
in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.
The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential
business combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights,
we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001
following such redemptions, or any greater net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net
tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above,
we would not proceed with such redemption and the related business combination and may instead search for an alternate business
combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be
reluctant to enter into a business combination transaction with us.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us
to complete the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise
their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of
shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the
cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to
reserve a portion of the cash in the trust account to meet such requirements or arrange for third-party financing. In addition,
if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction
to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party
financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations
may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order
to redeem your stock.
If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,
or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful
increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account
until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open
market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either
situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption
until we liquidate or you are able to sell your stock in the open market.
The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses
leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential
business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete
our initial business combination on terms that would produce value for our stockholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within 15 months from the closing of this offering. Consequently, such target business may obtain leverage
over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular
target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we
get closer to the end of the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter
into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive
only $10.05 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our
initial stockholders, officers and directors have agreed that we must complete our initial business combination within 15 months from
the closing of this offering. We may not be able to find a suitable target business and complete our initial business combination within
such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues to grow both in the
U.S. and globally and, while the extent of the impact of the pandemic on us will depend on future developments, it could limit our ability
to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party
financing being unavailable on terms acceptable to us or at all. Furthermore, we may be unable to complete a business combination if
continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. Additionally,
the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases)
may negatively impact businesses we may seek to acquire. It may also have the effect of heightening many of the other risks described
in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.
If
we have not completed our initial business combination within such time period or during any Extension Period, we will: (1) cease all
operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter,
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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the
case of clauses (2) and (3) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. In such case, our public stockholders may receive only $10.05 per share, or less than $10.05 per share, on the redemption of their
shares, and our warrants will expire worthless. Please see “— If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.05 per share”
and other risk factors herein.
If
we seek stockholder approval of our initial business combination, our founders, directors, officers or any of their respective
affiliates may enter into certain transactions, including purchasing shares or warrants from the public, which may influence the
outcome of our proposed business combination and reduce the public “float” of our securities.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our founders, directors, officers or any of their respective affiliates
may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market
either prior to or following the completion of our initial business combination, although they are under no obligation or other
duty to do so.
Such
a purchase may include a contractual acknowledgement that such public stockholder, although still the record holder of our shares
is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our founders,
directors, officers or any of their respective affiliates purchase public shares in privately negotiated transactions from public
stockholders who have already elected to exercise their redemption rights, such selling public stockholders would be required
to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different than
the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business
combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws
(including with respect to material nonpublic information), our founders, directors, officers or any of their affiliates may enter
into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares
in favor of our initial business combination or not redeem their public shares. However, such persons have no current commitments,
plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
Please see “Proposed Business — Permitted purchases and other transactions with respect to our securities” for
a description of how such persons will determine from which stockholders to enter into transactions with. The purpose of any such
transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood
of obtaining stockholder approval of the initial business combination, (2) reduce the number of public warrants outstanding or
to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination
or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount
of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our common stock or warrants and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination
or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial
business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials,
as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents
or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.
For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date
set forth in the tender offer or proxy materials documents mailed to such holders, or up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their
shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures, its shares
may not be redeemed. Please see “Proposed Business — Tendering stock certificates in connection with a tender offer
or redemption rights.”
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of
our initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected
to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with
a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption rights as described in this prospectus 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 our public shares if we have not completed our
initial business combination within 15 months from the closing of this offering, subject to applicable law and as further described herein.
In addition, if we have not completed an initial business combination within the required time period for any reason, compliance with
Delaware law may require that we submit a plan of dissolution to our then existing stockholders for approval prior to the distribution
of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of such period before
they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind
in or to the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the
warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Since the net proceeds
of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with
a target business that has not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws.
However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale
of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet of our company demonstrating
this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly,
investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately
tradable whereas they would not be if we were subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would
prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account
were released to us in connection with our completion of our initial business combination. Please see “Proposed Business —
Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419” for a more detailed comparison of our offering
to offerings that comply with Rule 419.
If
the funds not being held in the trust account are insufficient to allow us to operate for at least the 15 months following the closing
of this offering, we may be unable to complete our initial business combination.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 15 months following
the closing of this offering, assuming that our initial business combination is not completed during that time. We expect to incur significant
costs in pursuit of our acquisition plans.
Management’s
plans to address this need for capital through this offering and potential loans from certain of our affiliates are discussed
in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results
of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise
additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact
the analysis regarding our ability to continue as a going concern at such time.
We
believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to allow us
to operate for at least the 15 months following the closing of this offering; however, we cannot assure you that our estimate is accurate.
Of the funds available to us, we could use a portion of the funds available to us to pay commitment fees for financing, fees to consultants
to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision in
letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other
companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a prospective target business. If we are
unable to complete our initial business combination, our public stockholders may receive only approximately $10.05 per share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Please see “— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.05 per share” and other risk factors herein.
If
the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient,
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination
and we will depend on loans from our founders or management team to fund our search, to pay our taxes and to complete our initial
business combination. If we are unable to obtain such loans, we may be unable to complete our initial business combination.
Of the net proceeds of this offering and the
sale of the private placement warrants, only approximately $1,850,000 will be available to us initially outside the trust account to
fund our working capital requirements. In the event that our offering expenses exceed our estimate of $525,000, we may fund such excess
with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would
decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $525,000, the amount
of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek additional
capital, we would need to borrow funds from our initial stockholders, management team or other third parties to operate or may be forced
to liquidate. Neither our initial stockholders, members of our management team nor any of their respective affiliates is under any obligation
or other duty to loan funds to, or invest in, us in such circumstances. Any such loans may be repaid only from funds held outside the
trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial
business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the
trust account. In such case, our public stockholders may receive only $10.05 per share, or less in certain circumstances, and our warrants
will expire worthless. Please see “— If third parties bring claims against us, the proceeds held in the trust account could
be reduced and the per-share redemption amount received by stockholders may be less than $10.05 per share” and other risk factors
herein.
Subsequent
to our completion of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring
and impairment or other charges that could have a significant negative effect on our financial condition, results of operations
and the price of our securities, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
identify all material issues that may be present with a particular target business, that it would be possible to uncover all material
issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control
will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our
operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully
identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with
our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In
addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of
assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly,
any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination
could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy
for such reduction in value.
The
shares of common stock issuable upon exercise of the warrants may not be registered under the Securities Act or any state securities
laws when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except
on a “cashless basis” and potentially causing such warrants to expire worthless.
Under the terms of the warrant
agreements, we have agreed that as soon as practicable after the closing of our initial business combination, we will use our best
efforts to file with the SEC and to have declared effective a post-effective amendment to this registration statement, or a new
registration statement, covering the issuance of the shares of common stock issuable upon exercise of the warrants and to maintain a
current prospectus relating to those shares of common stock until the warrants expire or are redeemed. We cannot assure you that we
will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth
in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not
current, complete or correct or the SEC issues a stop order. 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 we 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. In no event will we be
required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we
are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is
available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration
or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit
purchase price solely for the shares of common stock included in the units. There may be a circumstance where an exemption from
registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does
not exist for holders of the public warrants included as part of units sold in this offering. In such an instance, our initial
stockholders and their permitted transferees (which may include our directors and officers) would be able to exercise their warrants
and sell the shares of common stock underlying their warrants while holders of our public warrants would not be able to exercise
their warrants and sell the underlying shares of common stock. If and when the warrants become redeemable by us, we may exercise our
redemption right even if we are unable to register or qualify the underlying shares of common stock for sale under all applicable
state securities laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their
warrants.
The grant of registration
rights to our initial stockholders, Cantor Fitzgerald & Co. and their permitted transferees may make it more difficult to complete
our initial business combination, and the future exercise of such rights may adversely affect the market price of our common stock.
Pursuant to an agreement
to be entered into on or prior to the closing of this offering, at or after the time of our initial business combination, our initial
stockholders, Cantor Fitzgerald & Co. and their permitted transferees can demand that we register the resale of their founder shares.
In addition, (1) our initial stockholders and their permitted transferees can demand that we register the resale of the shares of common
stock issuable upon exercise of the private placement warrants and (2) holders of warrants that may be issued upon conversion of working
capital loans may demand that we register the resale of the common stock issuable upon exercise of such warrants. The registration and
availability of such a significant number of shares for trading in the public market may have an adverse effect on the market price of
our common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult
to complete. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or
ask for more cash consideration to offset the negative impact on the market price of our common stock that is expected when the securities
described above are registered for resale.
Because
we are neither limited to evaluating target businesses in a particular industry, sector or geographic area nor have we selected
any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits
or risks of any particular target business’s operations.
We
may seek to complete a business combination with an operating company in any industry, sector or geographic area. However, we
will not, under our amended and restated certificate of incorporation, be permitted to effectuate our initial business combination
solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached
any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks
of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.
To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations
with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business,
we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate
time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to
control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment
in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available,
in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant
holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders
or warrant holders are unlikely to have a remedy for such reduction in value.
We
may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise.
Although
we expect to focus our search for a target business that are focused on the environmental and sustainable industries with promising
opportunities that are at the forefront of smart health technology we will consider a business combination outside of our management’s
areas of expertise if such business combination candidate is presented to us and we determine that such candidate offers an attractive
acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information
contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of
the significant risk factors relevant to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain
a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities.
Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,
we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,
the target business with which we enter into our initial business combination may not have attributes entirely consistent with
our general criteria and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business
with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial
business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful
as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective
business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise
their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to
have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable
law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for
us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.05 per share,
or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established
record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in
obtaining and retaining key personnel.
Many
participants in the industries in which we intend to focus our search for target businesses are early stage companies. To the
extent we complete our initial business combination with an early stage company, a financially unstable business or an entity
lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business
with which we combine. These risks include investing in a business without a proven business model and with limited historical
financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be
able to properly ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of our
control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We
are not required to obtain an opinion from an independent investment banking firm or from another entity that commonly renders
opinions regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for
the business is fair to our company from a financial point of view.
Unless
we complete our initial business combination with a business that is affiliated with our sponsors, officers or directors, we are
not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly
renders valuation opinions that the price we are paying is fair to our company from a financial point of view. If no opinion is
obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based
on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents
or proxy solicitation materials, as applicable, related to our initial business combination.
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may
receive only approximately $10.05 per share, or less than such amount in certain circumstances, on the liquidation of our trust account
and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the
proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we
may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will
result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire
or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only
approximately $10.05 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire
worthless.
Please
see “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by stockholders may be less than $10.05 per share” and other risk factors herein.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial
business combination with a target business whose management may not have the skills, qualifications or abilities to manage a
public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess
the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications
or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary
to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly,
any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination
could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy
for such reduction in value.
The
officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure
of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination
business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot
be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team
will remain associated with the acquisition candidate following our initial business combination, it is possible that members
of the management of an acquisition candidate will not wish to remain in place. As a result, we may need to reconstitute the management
team of the post-transaction company in connection with our initial business combination, which may adversely impact our ability
to complete an acquisition in a timely manner or at all.
Since
our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than
with respect to any public shares they may hold), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.
In March 2021, BEA Holdings, LLC, an affiliate
of Bradley A. Bostic, our Chairman and Chief Executive Officer; m2 Enterprises Holdings, LLC, an affiliate of Travis A. Morgan, our Chief
Financial Officer and a member of our Board of Directors; and Future Health ESG Associates 1, LLC, of which Messrs. Bostic and Morgan
are the managers, purchased an aggregate of 4,312,500 founder shares for a capital contribution of $25,000. On March 23, 2021, Future
Health ESG Associates 1, LLC transferred an aggregate of 168,188 founder shares, of which 129,374 shares were transferred to hc1.com,
Inc., an affiliate of Messrs. Bostic and Morgan; and 12,938 shares were transferred to each of R. Mark Lubbers, Dr. F. John Mills and
Dr. Nancy L. Snyderman, our directors. In July 2021, MB Equity, LLC, an affiliate of Messrs. Bostic and Morgan, purchased 1,437,500 additional
founder shares for a purchase price of $8,333.
The
number of founder shares issued was determined based on the expectation that the founder shares would represent 20.0% of the outstanding
shares of common stock upon the completion of this offering (not including the shares of common stock issuable upon exercise of
the private placement warrants). If we increase or decrease the size of this offering, we will effect a stock dividend or share
contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior
to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of the outstanding shares
of our common stock upon the consummation of this offering (not including the shares of common stock issuable upon exercise of
the private placement warrants). The founder shares will be worthless if we do not complete an initial business combination.
In addition, our initial stockholders have
committed to purchase an aggregate of 6,375,000 (or 6,975,000 if the underwriters’ over-allotment option is exercised in full)
private placement warrants for a purchase price of $6,375,000 (or $6,975,000 if the underwriters’ over-allotment option is exercised
in full), or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination.
The personal and financial interests of our officers and directors
may influence their motivation in identifying and selecting a target business combination, completing an initial business combination
and influencing the operation of the business following the initial business combination. This risk may become more acute as the deadline
for completing our initial business combination nears.
Our initial stockholders paid an aggregate of $33,333 for
the founder shares, or approximately $0.006 per founder share. As a result of this low initial price, our initial stockholders, including
our management team, stand to make a substantial profit even if an initial business combination subsequently declines in value or is
unprofitable for our public stockholders.
As a result of the low acquisition cost of
our founder shares, our initial stockholders, including our management team, could make a substantial profit even if we select and consummate
an initial business combination with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders.
For example, if following our initial business combination our common stock were to trade at a price of $9.00 per share and our warrants
were to trade at a price of $1.50 per warrant, purchasers of units in this offering will be holding securities with a market value of
$9.75 per unit, resulting in a loss of $0.25 per unit or an aggregate loss of $5,000,000 (assuming the underwriters’ over-allotment
option is not exercised). However, our initial stockholders would have substantial appreciation in the value of their securities of approximately
$8.994 per share and $0.50 per private placement warrant, or appreciation of an aggregate of $48,154,167 (assuming the underwriters’
over-allotment option is not exercised). Thus, such parties may have more of an economic incentive for us to enter into an initial business
combination with a riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues
or earnings, than would be the case if such parties had paid the full offering price for their founder shares.
Since our anchor investors will acquire founder shares from
our sponsor in connection with the closing of this offering, a conflict of interest may arise in determining whether a particular target
business is appropriate for our initial business combination.
We have agreed with the anchor investors
that, if they purchase any units for which they have provided indications of interest, they will purchase directly from our sponsor certain
founder shares, and will be required to pay only a nominal amount for those founder shares. Accordingly, the anchor investors will share
in any appreciation in the value of the founder shares above that nominal amount, provided that we successfully complete a business combination.
Moreover, assuming that the anchor investors acquire all of the units in this offering for which they have expressed an interest for
a purchase price of $10.00 per unit and acquire an interest in all of the 1,229,798 founder shares that they are expected to agree to
purchase for a price of approximately $0.0058 per share, and assuming each warrant has no value and without taking into account any liquidity
discount on the founder shares, the anchor investors will be paying an effective price of $9.41 per share of common stock acquired (assuming
the entire purchase price of the units is allocated to the common stock included therein), as compared to the $10.00 per share
to be paid by the other public stockholders in this offering. As a result, the anchor investors may have an incentive to vote any public
shares they own in favor of a business combination, and, if a business combination is approved, they may make a substantial profit on
such interest, even if the market price of our public securities declines in value below the price to the public in this offering and
the business combination is not profitable for other public stockholders. In addition, as discussed above, if the anchor investors retain
a substantial portion of their interests in our public shares and if the anchor investors vote those public shares in favor of a business
combination, we will receive sufficient votes to approve the business combination, regardless of how any other public stockholder votes
their shares. You should consider the anchor investors’ financial incentive to complete an initial business combination when evaluating
whether to invest in this offering and/or redeem your shares prior to or in connection with an initial business combination.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although
we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed
that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim
of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available
for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt is payable
on demand;
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our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which
will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement
warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
This lack of diversification may materially negatively impact our operations and profitability.
The net proceeds from this offering and the
sale of the private placement warrants will provide us with $194,850,000 assuming no redemptions (or $223,775,000 assuming no redemptions
if the underwriters' over-allotment option is exercised in full), after payment of deferred underwriting commissions of $8,700,000 (or
$10,050,000 if the underwriters' over-allotment option is exercised in full) and the $300,000 financial advisory fee payable to Roth
Capital Partners, LLC upon the consummation of our initial business combination), that we may use to complete our initial business combination,
after estimated offering expenses of $525,000 (and prior to any post-IPO working capital expenses).
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or
within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare
and file pro forma financial statements with the SEC that present operating results and the financial condition of several target
businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single
entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not
be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities
which may have the resources to complete several business combinations in different industries or different areas of a single
industry. Accordingly, the prospects for our success may be:
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solely
dependent upon the performance of a single business, property or asset; or
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dependent
upon the development or market acceptance of a single or limited number of products,
processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to
complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations
and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which
may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business
combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial business combination with a private company about which little information is available, which
may result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very
little public information generally exists about private companies, and we could be required to make our decision on whether to
pursue a potential initial business combination on the basis of limited information, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.
Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide
assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities
necessary to profitably operate such business.
We
may structure our initial business combination so that the post-transaction company in which our public stockholders own or acquire
shares will own less than 100% of the outstanding equity interests or assets of a target business, but we will only complete such
business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the
target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as
an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria.
Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders
prior to our initial business combination may collectively own a minority interest in the post business combination company, depending
on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in
which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target,
or issue a substantial number of new shares to third parties in connection with financing our initial business combination. In
such cases, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new
shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding
shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their
holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired.
Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to
complete our initial business combination with which a substantial majority of our stockholders do not agree.
Our
amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following
such redemptions, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our
initial business combination. As a result, we may be able to complete our initial business combination even though a substantial
majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder
approval of our initial business combination and do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our founders, officers,
directors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for
all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant
to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders
thereof, and we instead may search for an alternate business combination (including, potentially, with the same target).
In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions
of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not
seek to amend our amended and restated certificate of incorporation or governing instruments, including our warrant agreements,
in a manner that will make it easier for us to complete our initial business combination that some of our stockholders or warrant
holders may not support.
In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions
of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have
amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business
combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for
cash and/or other securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend
the time to consummate an initial business combination in order to effectuate our initial business combination. To the extent
any such amendment would be deemed to fundamentally change the nature of any of the securities offered through the registration
statement of which this prospectus forms a part, we would register, or seek an exemption from registration for, the affected securities.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a target business, which could compel us to restructure or abandon a particular business combination.
Although
we believe that the net proceeds of this offering and the sale of the private placement warrants will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for
any particular transaction. If the net proceeds of this offering and the sale of the private placement warrants prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination,
we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. None of our initial stockholders or its affiliates are obligated to provide, or seek,
any such financing or, except as expressly set forth herein, to provide any other services to us. To the extent that additional financing
proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need
additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of
the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection
with or after our initial business combination. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.05 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial
significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the
same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the
tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued
by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements
may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States),
or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some
targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance
with federal proxy rules and complete our initial business combination within the prescribed time frame.
Our
search for a business combination, and any target business with which we ultimately consummate a business combination, may be
materially adversely affected by the coronavirus (COVID-19) pandemic and other events, and the status of debt and equity
markets.
The COVID-19 pandemic
has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious
diseases) could adversely affect, the economies and financial markets worldwide, and the business of any potential target business
with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete
a business combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings
with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate
and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant
outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination,
or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely
affected.
In
addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may
be impacted by COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of
other infectious diseases), including as a result of increased market volatility, decreased market liquidity and third-party financing
being unavailable on terms acceptable to us or at all.
As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there
may be more competition for attractive targets. This could increase the cost of our initial business combination and could even
result in our inability to find a target or to consummate an initial business combination.
In
recent years and especially in the last several months, the number of special purpose acquisition companies that have been formed
has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial
business combination, and there are still many special purpose acquisition companies seeking targets for their initial business
combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be
available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial
business combination.
In
addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with
available targets, the competition for available targets with attractive fundamentals or business models may increase, which could
cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such
as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close
business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate
or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate
an initial business combination on terms favorable to our investors altogether.
Changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate
and complete an initial business combination.
In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed.
The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable.
There can be no assurance that these trends will not continue.
The
increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more
expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or
modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater
expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance
could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In
addition, even after we complete an initial business combination, our directors and officers could still be subject to potential
liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in
order to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance
with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for
the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination
on terms favorable to our investors.
We
may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing
market price of our shares at that time.
In
connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE
transactions) at a price of $10.00 per share. The purpose of such issuances will be to enable us to provide sufficient liquidity to the
post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the
market price for our shares at such time. Our amended and restated certificate of incorporation will provide that the approval by our
Board of Directors of such an issuance shall not be deemed to constitute a violation of our directors’ fiduciary duties.
If
our management team pursues a company with operations or opportunities outside of the United States for our initial business combination,
we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect
such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If
our management team pursues a company with operations or opportunities outside of the United States for our initial business combination,
we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing
to and completing our initial business combination, conducting due diligence in a foreign market, having such transaction approved
by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If
we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated
with companies operating in an international setting, including any of the following:
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costs
and difficulties inherent in managing cross-border business operations and complying
with commercial and legal requirements of overseas markets;
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rules
and regulations regarding currency redemption;
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complex
corporate withholding taxes on individuals;
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laws
governing the manner in which future business combinations may be effected;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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changes
in local regulations as part of a response to the COVID-19 pandemic;
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currency
fluctuations and exchange controls;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration
of political relations with the United States;
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obligatory
military service by personnel; and
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government
appropriation of assets.
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We
may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination
or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations
and financial condition.
If
our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, any or all of our management could resign from their positions as officers of the post-business
combination company, and the management of the target business at the time of the business combination could remain in place.
Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities
laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.
Risks
Relating to Our Management
Past
performance by members of our management team and their respective affiliates may not be indicative of future performance of an
investment in us.
Information
regarding performance by, or businesses associated with, members of our management team and their respective affiliates, is presented
for informational purposes only. Any past experience and performance, including related to acquisitions, of members of our management
team and their respective affiliates, is not a guarantee either: (1) that we will be able to successfully identify a suitable
candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may
consummate. You should not rely on the historical record of our management team’s or their affiliates’ performance,
as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.
Our
officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination
as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete
our initial business combination.
Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other responsibilities.
We do not intend to have any full-time employees prior to the completion of our business combination. Each of our officers and
directors is engaged in several other business endeavors for which he or she may be entitled to substantial compensation and our
officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors
also serve as officers and/or board members for other entities. If our officers’ and directors’ other business affairs
require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit
their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.
Please see “Management — Directors and Executive Officers” for a discussion of our officers’ and directors’
other business affairs.
We
are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
Our
operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. We do not have an employment
agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of
one or more of our directors or officers could have a detrimental effect on us.
Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts
of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of
our key personnel in the target business, however, cannot presently be ascertained.
Although
some of our key personnel may remain with the target business in senior management or advisory positions following our initial
business combination, we do not currently expect that any of them will do so. While we intend to closely scrutinize any individuals
we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to
be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could
cause us to have to expend time and resources helping them become familiar with such requirements.
In
addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination.
The departure of a business combination target’s key personnel could negatively impact the operations and profitability
of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial
business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s
management team will remain associated with the acquisition candidate following our initial business combination, it is possible
that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These
agreements may cause our key personnel to have conflicts of interest in determining whether to proceed with a particular business
combination. However, we do not expect that any of our key personnel will remain with us after the completion of our initial business
combination.
Our
key personnel may be able to remain with our company after the completion of our initial business combination only if they are
able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take
place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation
in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.
Such
negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal
and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However,
we believe the ability of such individuals to remain with us after the completion of our initial business combination will not
be the determining factor in our decision as to whether or not we will proceed with any potential business combination, as we
do not expect that any of our key personnel will remain with us after the completion of our initial business combination. The
determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.
Our
officers and directors are now, and may in the future become, affiliated with entities engaged in business activities similar
to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular
business opportunity or other transaction should be presented.
Following
the completion of this offering and until we consummate our initial business combination, we intend to engage in the business
of identifying and combining with one or more businesses. Our sponsors and officers and directors are, or may in the future become,
affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not
have employment contracts with our officers and directors that will limit their ability to work at other businesses.
As
described in “Management — Conflicts of Interest,” our officers and directors presently have, and any of them
in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entities. Additionally,
our officers and directors may in the future become affiliated with entities that are engaged in a similar business, including
other blank check companies that may have acquisition objectives that are similar to our company. Our amended and restated certificate
of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless
such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and
such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one
or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will honor these obligations
and duties to present such business combination opportunity to such entities first, and only present it to us if such entities
reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our favor
and a potential target business may be presented to another entity prior to its presentation to us.
Please
see “Management — Directors and Executive Officers,” “Management — Conflicts of Interest”
and “Certain Relationships and Related Party Transactions” for a discussion of our officers’ and directors’
business affiliations and potential conflicts of interest.
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with
our interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which
we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated
with one or more of our sponsors, directors or officers. We do not have a policy that expressly prohibits any such persons from
engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may
have a conflict between their interests and ours.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our initial stockholders, officers or directors which may raise potential conflicts of interest.
In
light of the involvement of our initial stockholders, officers and directors, and their affiliates with other businesses, we may
decide to acquire one or more businesses affiliated with or competitive with our initial stockholders, officers and directors,
and their respective affiliates. Our directors also serve as officers and/or board members for other entities, including, without
limitation, those described under “Management — Conflicts of Interest.” Such entities may compete with us for
business combination opportunities. Our initial stockholders, officers and directors are not currently aware of any specific opportunities
for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive
discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing
on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such
affiliated entity met our criteria for a business combination as set forth in “Proposed Business — Selection of a
target business and structuring of our initial business combination” and such transaction was approved by a majority of
our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking
firm or from another independent entity that commonly renders valuation opinions, regarding the fairness to our company from a
financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsors,
officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination
may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.
Moreover,
we may, at our option, pursue an affiliated joint acquisition opportunity with an initial stockholder or one of their affiliates
or with other entities to which an officer or director has a fiduciary, contractual or other obligation or duty. Any such parties
may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds
to complete the acquisition by making a future issuance of securities to any such parties, which may give rise to certain conflicts
of interest.
Our officers, directors and initial stockholders
are from time to time involved in other business ventures unrelated to our business but which may generate business or legal disputes
with investors and others unrelated to our company, and these disputes may distract our management from operating our company and/or
result in adverse publicity that could be harmful.
Our officers, directors and initial stockholders
are involved in a number of other businesses that are unrelated to our company. The operation of these other businesses from time to
time may generate business or legal disputes involving investors or other parties. These disputes could involve allegations of mismanagement
or fraud that could become public and result in adverse publicity for the parties involved. Any such disputes also could distract the
members of our management team involved in the dispute from time that might otherwise be spent in the operation of our company. Any adverse
publicity generated as a result of such a dispute, although unrelated to our business, could nevertheless be detrimental to our management
team’s reputation and negatively affect our ability to identify and complete an initial business combination. This could, in turn,
have a material and adverse effect on the price of our securities.
Risks
Relating to Our Securities
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our
securities and subject us to additional trading restrictions.
We
intend to apply to have our units listed on Nasdaq on or promptly after the date of this prospectus and our common stock and warrants
listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro
forma basis, Nasdaq’s minimum initial listing standards, we cannot assure you that our securities will be, or will continue
to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities
on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.
Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders
of our securities (generally 300 round-lot holders). Additionally, in connection with our initial business combination, we will
be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s
continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock
price would generally be required to be at least $4.00 per share and our stockholders’ equity would generally be required
to be at least $5,000,000. We may not be able to meet those initial listing requirements at that time.
If
Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national
securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could
face significant material adverse consequences, including:
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a
limited availability of market quotations for our securities;
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reduced
liquidity for our securities;
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a
determination that our common stock is a “penny stock” which will require
brokers trading in our common stock to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities;
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a
limited amount of news and analyst coverage; and
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a
decreased ability to issue additional securities or obtain additional financing in the
future.
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The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and
eventually our common stock and warrants will be listed on Nasdaq, our units, common stock and warrants will qualify as covered
securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute
does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity,
then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having
used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho,
certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these
powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq,
our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state
in which we offer our securities.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our common stock, you will lose
the ability to redeem all such shares in excess of 15% of our common stock.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from redeeming its
shares with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess
Shares,” without our prior consent.
However,
our amended and restated certificate of incorporation does not restrict our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce
your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment
in us if you sell Excess Shares in open market transactions.
Additionally,
you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would
be required to sell your stock in open market transactions, potentially at a loss.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete
our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive
only approximately $10.05 per share, or less in certain circumstances, on our redemption of their stock, and our warrants will expire
worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing
for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we have and our
financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there will be
numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement
warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our
available financial resources. Our initial stockholders or any of their affiliates may make additional investments in us, although our
initial stockholders and their affiliates have no obligation or other duty to do so. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, our obligation to pay cash in connection with our
public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination
and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by target businesses. Any
of these factors may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.05 per share,
or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Please see “—
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by stockholders may be less than $10.05 per share” and other risk factors herein.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.05 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all
vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute
such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third
party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis
of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management
believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request
of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses
refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we
have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders
could be less than the $10.05 per share initially held in the trust account, due to claims of such creditors.
Future
Health ESG Associates 1, LLC has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered
or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below: (1) $10.05 per public share; or (2) such 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
the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and
all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against
certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, Future Health ESG Associates 1, LLC will not be responsible to the extent of any liability for such third-party
claims. We have not independently verified whether Future Health ESG Associates 1, LLC has sufficient funds to satisfy its indemnity
obligations and believe that its only assets are stock of our company. We have not asked Future Health ESG Associates 1, LLC to reserve
for such obligations, and therefore, no funds are currently set aside to cover any such obligations. We therefore believe it is unlikely
that Future Health ESG Associates 1, LLC will be able to satisfy those obligations. As a result, if any such claims were successfully
made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than
$10.05 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. Except as set forth above, none of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our
independent directors may decide not to enforce the indemnification obligations of Future Health ESG Associates 1, LLC, resulting
in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In
the event that the proceeds in the trust account are reduced below the lesser of: (1) $10.05 per public share; or (2) such 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 the amount of interest which may be withdrawn to pay taxes, and Future Health ESG Associates 1, LLC
asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action against Future Health ESG Associates 1, LLC to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against Future Health ESG
Associates 1, LLC to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their
business judgment may choose not to do so in certain instances. For example, the cost of such legal action may be deemed by the independent
directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not
likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account
available for distribution to our public stockholders may be reduced below $10.05 per share.
The
securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value
of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.05 per share.
The
proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only
in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive
rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued
interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that
it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination
or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to
receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less,
in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the
value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.05
per share.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members
of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under
applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board
of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public
stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive
damages.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over
the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise
be received by our public stockholders in connection with our liquidation would be reduced.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under the Delaware General Corporation Law,
or the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our
public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating
distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure
that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can
be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to
redeem our public shares as soon as reasonably possible following the 18th month from the closing of this offering (or the
end of any Extension Period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply
with the foregoing procedures.
Because
we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us
at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise
would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan
of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution
is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you
that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially
be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may
extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our
public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution
is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then
be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We
may not hold an annual meeting of stockholders until after we consummate our initial business combination and you will not be
entitled to any of the corporate protections provided by such a meeting.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one
year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election
is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors
prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the
DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court
of Chancery in accordance with Section 211(c) of the DGCL.
Our initial stockholders made a capital contribution of $33,333,
or approximately $0.006 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase
of our common stock.
The difference between
the public offering price per share (allocating all of the unit purchase price to the common stock and none to the warrant included in
the unit) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you
and the other investors in this offering. Our initial stockholders acquired the founder shares at a nominal price, significantly contributing
to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and
the other public stockholders will incur an immediate and substantial dilution of approximately 91.9% (or $9.19 per share, assuming no
exercise of the underwriters' over-allotment option), the difference between the pro forma net tangible book value per share of $0.81
and the initial offering price of $10.00 per unit.
We may amend the terms of the public warrants in a
manner that may be adverse to holders of public warrants with the approval by the holders of a majority of the then outstanding public
warrants. As a result, the exercise price of your warrants could be increased, the warrants could be converted into cash or stock, the
exercise period could be shortened and the number of shares of our common stock purchasable upon exercise of a warrant could be decreased,
all without your approval.
Our public warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The public warrant agreement
provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or curing, correcting or supplementing any defective provision or (ii) adding or changing any other provisions with respect to matters
or questions arising under such warrant agreement as the parties to such warrant agreement may deem necessary or desirable and that the
parties deem to not adversely affect the interest of the registered holders of the public warrants and (b) all other modifications or
amendments require the vote or written consent of a majority of the then outstanding public warrants. Accordingly, we may amend the terms
of the public warrants in a manner adverse to a holder if holders of a majority of the then outstanding public warrants approve of such
amendment whether or not such amendment is effected with respect to the private placement warrants. Examples of such amendments could
be amendments to, among other things, increase the exercise price of the public warrants, convert the public warrants into cash or stock
(at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our common stock purchasable
upon exercise of a public warrant.
Our public warrant agreement will designate the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our public warrants, which could limit the ability of warrant
holders to obtain a favorable judicial forum for disputes with our company.
Our public warrant agreement provides that,
subject to applicable law any action, proceeding or claim against us arising out of or relating in any way to such warrant agreement
will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of
New York. We will waive any objection that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the public warrant agreement are not binding on the holders of public warrants and will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our public warrants shall
be deemed to have notice of and to have consented to the forum provisions in our public warrant agreement. If any action, the subject
matter of which is within the scope the forum provisions of the public warrant agreement, is filed in a court other than a court of the
State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name
of any holder of our public warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and
federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action
by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit
a public warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which
may discourage such lawsuits. Alternatively, if a court were to find this provision of our public warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors.
We
may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants
worthless.
We
have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration,
at a price of $0.01 per warrant if, among other things, the last reported sales 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 ending on the third trading day prior to the date we send the notice of redemption to the
warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable
to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem
the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants.
Redemption
of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when
it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish
to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption,
we expect would be substantially less than the market value of your warrants.
None
of the private placement warrants will be redeemable by us.
Our
public warrants, founder shares and private placement warrants (including the shares of common stock issuable upon exercise thereof)
may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial business
combination.
We will be issuing warrants to purchase 10,000,000
shares of our common stock (or up to 11,500,00 shares of our common stock if the underwriters’ over-allotment option is exercised
in full), at a price of $11.50 per whole share (subject to adjustment as provided herein), as part of the units offered by this prospectus
and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 7,375,000 (or 8,125,000
if the underwriters’ over-allotment option is exercised in full) private placement warrants, each exercisable to purchase one share
of common stock at a price of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 5,750,000
founder shares (up to 750,000 of which are subject to forfeiture by our founders depending on the extent to which the underwriters’
over-allotment option is exercised). In addition, if our founders, affiliates of our founders or certain of our officers and directors
make any working capital loans, up to $2,000,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the
option of the lender. Such warrants would be identical to the private placement warrants.
To
the extent we issue shares of common stock to effectuate our initial business combination, the potential for the issuance of a
substantial number of additional shares of common stock upon exercise of these warrants or conversion rights could make us a less
attractive acquisition vehicle to a target business. Any such issuance will increase the number of outstanding shares of our common
stock and reduce the value of the common stock issued to complete the business combination. Therefore, our public warrants, founder
shares and private placement warrants (including the shares of common stock issuable upon exercise thereof) may make it more difficult
to effectuate a business combination or increase the cost of acquiring the target business.
Further,
unlike the warrants offered by many other blank check companies, whose warrants become exercisable on the later of (i) 30 days
following their initial business combination and (ii) twelve months after the date their initial public offering, our warrants
become exercisable 30 days after an initial business combination, even if that date is less than twelve months after our initial
public offering. The possibility that our warrants may become exercisable more quickly than the warrants of other blank check
companies may make us a less attractive acquisition vehicle in the eyes of a target business relative to other blank check companies
and may cause our warrants to have a greater or more immediate adverse effect on the market price for our securities or our ability
to obtain future financing. In addition, as our warrants may become exercisable sooner, you may experience dilution to your holdings
sooner.
Because
each unit offered in this offering contains one-half of one redeemable warrant and only a whole warrant may be exercised, the
units may be worth less than units of other blank check companies.
Each
unit offered in this offering contains one-half of one redeemable warrant. Pursuant to the warrant agreements, no fractional warrants
will be issued upon separation of the units, and only whole units will trade. This is different from other offerings similar to ours
whose units include one share of common stock and one whole warrant to purchase one whole share. We have established the components of
the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants
will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase
one whole share, thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this
unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.
A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.
Unlike most blank check companies, if, in connection
with an initial business combination, (x) we issue 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 our
board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account
any founder shares held by our initial stockholders or their 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 our initial business combination on the date of the completion of our initial business combination,
and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior
to the day on which we complete our initial 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 will be adjusted (to the nearest cent) to be equal to 180%
of the greater of the Market Value and the newly issued price. This may make it more difficult for us to consummate an initial business
combination with a target business.
The
determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities
and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering
price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior
to this offering there has been no public market for any of our securities. The public offering price of the units and the terms
of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary
organizational meetings with representatives of the underwriters with respect to the state of capital markets, generally, and
the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of
this offering, prices and terms of the units, including the common stock and warrants underlying the units, include:
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the
history and prospects of companies whose principal business is the acquisition of other
companies;
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prior
offerings of those companies;
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our
prospects for acquiring an operating business at attractive values;
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a
review of debt to equity ratios in leveraged transactions;
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an
assessment of our management and their experience in identifying suitable business combination
opportunities;
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general
conditions of the securities markets at the time of this offering; and
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other
factors as were deemed relevant.
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Although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an
operating company in a particular industry since we have no historical operations or financial results.
An investment in this offering may result in
uncertain or adverse U.S. federal income tax consequences.
An investment in this offering may result
in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar
to the units we are issuing in this offering, their treatment for U.S. federal income tax purposes is uncertain, and the allocation an
investor makes with respect to the purchase price of a unit between the share of common stock and the one-half of one redeemable warrant
included in each unit could be challenged by the Internal Revenue Service (“IRS”) or the courts. In addition, if we are determined
to be a personal holding company for U.S. federal income tax purposes, our taxable income would be subjected to an additional 20% federal
income tax, which would reduce the net after-tax amount of interest income earned on the funds placed in our trust account. Furthermore,
the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in this offering is
unclear under current law. Finally, it is unclear whether the redemption rights with respect to our shares suspend the running of a U.S.
holder’s holding period for purposes of determining whether (i) any gain or loss realized by such holder on the sale or exchange
of common stock is long-term capital gain or loss, (ii) any dividends we pay would be considered “qualified dividends”
for U.S. federal income tax purposes and (iii) any dividend we pay would be eligible for the corporate dividends-received deduction.
See the section entitled “United States Federal Income Tax Considerations” for a summary of the principal U.S. federal income
tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these
and other tax consequences when purchasing, holding or disposing of our securities.
There
is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
and price of our securities.
There
is currently no market for our securities. Stockholders therefore have no access to information about prior market history on
which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one
or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic
and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Furthermore,
an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to
sell your securities unless a market can be established and sustained.
Our anchor investors have provided indications
of interest to purchase up to approximately 97.4% of the units sold in this offering. Depending on how many units are purchased by the
anchor investors, the trading volume, volatility and liquidity for our shares could be reduced, the trading price of our shares could
be adversely affected and other investors could be prevented from influencing significant corporate decisions.
Our anchor investors have
expressed to us an interest to purchase up to an aggregate of approximately 97.4% of the units in this offering (excluding any units sold
pursuant to the exercise of the underwriters’ over-allotment option) at the offering price, and we expect that the underwriters
will offer the anchor investors the opportunity to purchase all of those units. Because these expressions of interest are not binding
agreements or commitments to purchase, each of the anchor investors may determine to purchase fewer or no units in this offering or the
underwriters may determine to sell fewer or no units to the anchor investors. Depending on how many units are purchased by the anchor
investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have
been had the units been more widely offered and sold to other public investors.
If the anchor investors
all elect to purchase the full amount of our units described herein and so long as they hold a substantial portion of the units purchased,
our sponsor and the anchor investors would collectively have substantial control over us and be able to exercise significant influence
over all matters requiring stockholder approval (although we have no knowledge of any affiliation or other agreement or arrangement,
as to voting of our securities or otherwise, among any such persons). For example, in the event that the anchor investors purchase the
full amount of units described herein, continue to hold the shares included in the units and vote such shares in favor of our initial
business combination, we would not need any additional public shares sold in this offering to be voted in favor of our initial business
combination to have our initial business combination approved. Moreover, although the anchor investors are not contractually obligated
to vote in favor of our business combination, their interest in our founder shares may provide an incentive for them to do so. This potential
concentration of influence could be disadvantageous to other public stockholders, who may have interests that are different from those
of our sponsor and the anchor investors. In addition, this potential significant concentration of stock ownership may adversely affect
the trading price of our common stock, because investors often perceive disadvantages in owning stock in companies with concentrated
ownership, and might make it more difficult to complete a business combination with targets that would prefer to enter into a transaction
with a SPAC with less concentrated ownership.
General
Risks
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities;
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each
of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome
requirements, including:
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registration
as an investment company with the SEC;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and compliance with other rules
and regulations that we are currently not subject to.
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In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting
more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business
will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for
the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to
buy unrelated businesses or assets or to be a passive investor.
We
do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds
held in the trust account may only be invested in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment
of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long
term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid
being deemed an “investment company” within the meaning of the Investment Company Act.
This
offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust
account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination;
(ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as described in this prospectus or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii)
absent a business combination, our return of the funds held in the trust account to our public stockholders as part of our redemption
of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.
If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional
expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination. If we are unable
to complete our initial business combination, our public stockholders may receive only approximately $10.05 per share, or less in certain
circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to
comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may
be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
time to time and those changes could have a material adverse effect on our business, investments and results of operations. In
addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We
may issue additional shares of common stock or preferred stock to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our stockholders
and likely present other risks.
Our
amended and restated certificate of incorporation will authorize the issuance of up to 500,000,000 shares of common stock, par value
$0.0001 per share and 5,000,000 shares of undesignated preferred stock, par value $0.0001 per share. Immediately after this offering,
there will be 457,625,000 (assuming in each case, that the underwriters have not exercised their over-allotment option) authorized but
unissued shares of common stock available for issuance, which amount takes into account shares reserved for issuance upon exercise of
outstanding warrants. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.
We
may issue a substantial number of additional shares of common stock, and may issue shares of preferred stock, in order to complete
our initial business combination or under an employee incentive plan after completion of our initial business combination. However,
our amended and restated certificate of incorporation will provide, among other things, that prior to our initial business combination,
we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust
account or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination or any
amendments to our amended and restated certificate of incorporation. The issuance of additional shares of common or preferred
stock:
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may
significantly dilute the equity interest of investors in this offering;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
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could
cause a change of control if a substantial number of shares of our common stock is issued,
which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may
have the effect of delaying or preventing a change of control of us by diluting the stock
ownership or voting rights of a person seeking to obtain control of us;
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may
adversely affect prevailing market prices for our units, common stock and/or warrants;
and
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may
not result in adjustment to the exercise price of our warrants.
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Certain
provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and
corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval
of holders of at least 50% of our outstanding common stock, which is a lower amendment threshold than that of some other blank
check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation and the trust
agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including
those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage
of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by holders
holding between 90% and 100% of the company’s public shares. Our amended and restated certificate of incorporation will
provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds
of this offering and the sale of the private placement warrants into the trust account and not release such amounts except in
specified circumstances and to provide redemption rights to public stockholders as described herein) may be amended if approved
by holders of at least 50% of our outstanding common stock, and corresponding provisions of the trust agreement governing the
release of funds from our trust account may be amended if approved by holders of at least 50% of our outstanding common stock.
Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock
exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to
approve any such matter voted on by our stockholders. We may not issue additional securities that can vote pursuant to our amended
and restated certificate of incorporation on any initial business combination or any amendments to our amended and restated certificate
of incorporation. Our initial stockholders, who will beneficially own 20.0% of our common stock upon the closing of this offering
(assuming they do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate
of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be
able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-business combination
behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business
combination with which you do not agree.
Our initial stockholders, officers and directors and the anchor investors have agreed, pursuant to written agreements, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as described in this prospectus or (B) with respect to any other provision relating to stockholders' rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our initial stockholders, officers and directors and a separate agreement that we have entered into with the anchor investors. Our public stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our initial stockholders, officers or directors for any breach of these agreements. As a result, in the event of a breach, our public stockholders would need to pursue a stockholder derivative action, subject to applicable law.
Certain
agreements related to this offering may be amended without stockholder approval.
Certain
agreements, including the letter agreement among us and our initial stockholders, officers and directors, the private placement warrant
agreement and the registration rights agreement among us and our initial stockholders, Cantor Fitzgerald & Co. and the anchor investors
may be amended without stockholder approval. These agreements contain various provisions, including transfer restrictions on our founder
shares and private placement warrants and the securities included therein, that our public stockholders might deem to be material. While
we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination,
it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve
one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendments
would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise
have been possible, and may have an adverse effect on the value of an investment in our securities.
We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage
of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this
could make our securities less attractive to investors and may make it more difficult to compare our performance with other public
companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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. As a result, our stockholders may not have access
to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700
million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as
of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely
on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the
trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our
securities and the trading prices of our securities may be more volatile.
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 a 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 election to opt out is irrevocable. We have
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, we, 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 our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2)
our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced
disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require
substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or
an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent
registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are
a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared
to other public companies because a target business with which we seek to complete our initial business combination may not be
in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The
development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time
and costs necessary to complete any such acquisition.
Provisions
in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the
price investors might be willing to pay in the future for our common stock and could entrench management.
Our
amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that
stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability
of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the
removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market
prices for our securities.
We
are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these
provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment
of a premium over prevailing market prices for our securities.
Our
amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and
exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our
stockholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors,
officers or other employees.
Our
amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive
forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of
a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim
for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of
our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws,
or (4) action asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine
except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a
court or forum other than the Court of Chancery or (c) arising under the federal securities laws, including the Securities Act,
as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and
exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of
America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares
of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated
certificate of incorporation. If any action the subject matter of which is within the scope the forum provisions is filed in a
court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder,
such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement
action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such
stockholder’s counsel in the foreign action as agent for such stockholder.
This
forum selection clause may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they
find favorable and may result in additional costs for a stockholder seeking to bring a claim. While we believe the risk of a court
declining to enforce this forum selection clause is low, if a court were to determine the forum selection clause to be inapplicable
or unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative
jurisdiction, which could have a negative impact on our results of operations and financial condition and result in a diversion
of the time and resources of our management and board of directors.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
statements contained in this prospectus are forward-looking in nature. Our forward-looking statements include, but are not limited
to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include,
for example, statements about:
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our
ability to select an appropriate target business or businesses;
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our
ability to complete our initial business combination;
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our
expectations around the performance of a prospective target business or businesses;
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our
success in retaining or recruiting, or changes required in, our officers, key employees
or directors following our initial business combination;
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our
officers and directors allocating their time to other businesses and potentially having
conflicts of interest with our business or in approving our initial business combination;
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our
potential ability to obtain additional financing to complete our initial business combination;
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our
pool of prospective target businesses and the high-tech sector;
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our
ability to consummate an initial business combination due to the uncertainty resulting
from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters
or a significant outbreak of other infectious diseases);
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the
ability of our officers and directors to generate a number of potential business combination
opportunities;
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our
public securities’ potential liquidity and trading;
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the
lack of a market for our securities;
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the
use of proceeds not held in the trust account or available to us from interest income
on the trust account balance;
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the
trust account not being subject to claims of third parties; or
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our
financial performance following this offering.
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The
forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
USE
OF PROCEEDS
We are offering 20,000,000 units at an offering
price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of
the private placement warrants will be used as set forth in the following table.
|
|
|
Without
Option to Purchase Additional Units
|
|
|
Option
to Purchase Additional Units Exercised in Full
|
|
|
Gross
proceeds from units offered to public(1)
|
|
$
|
200,000,000
|
|
|
$
|
230,000,000
|
|
|
Gross
proceeds from private placement warrants offered in the private placement
|
|
|
7,375,000
|
|
|
|
8,125,000
|
|
|
Total
gross proceeds
|
|
$
|
207,375,000
|
|
|
$
|
238,125,000
|
|
|
Estimated
offering expenses (2)
|
|
|
|
|
|
|
|
|
|
Underwriting
commissions(3)
|
|
$
|
4,000,000
|
|
|
$
|
4,600,000
|
|
|
Legal
fees and expenses
|
|
|
250,000
|
|
|
|
250,000
|
|
|
Printing
and engraving expenses
|
|
|
35,000
|
|
|
|
35,000
|
|
|
Accounting
fees and expenses
|
|
|
35,000
|
|
|
|
35,000
|
|
|
SEC/FINRA
Expenses
|
|
|
94,359
|
|
|
|
94,359
|
|
|
Transfer
agent fees
|
|
|
17,000
|
|
|
|
17,000
|
|
|
NASDAQ
listing and filing fees (including deferred amount)
|
|
|
5,000
|
|
|
|
5,000
|
|
|
Miscellaneous
expenses(4)
|
|
|
88,641
|
|
|
|
88,641
|
|
|
Total
estimated offering expenses (other than underwriting commissions)
|
|
|
525,000
|
|
|
|
525,000
|
|
|
Proceeds
after estimated offering expenses
|
|
$
|
202,850,000
|
|
|
$
|
233,000,000
|
|
|
Held
in trust account(3)
|
|
$
|
201,000,000
|
|
|
$
|
231,150,000
|
|
|
% of
public offering size
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Not
held in trust account
|
|
$
|
1,850,000
|
|
|
$
|
1,850,000
|
|
The following table shows the use of the
approximately $1,850,000 of estimated net proceeds not held in the trust account.(5)
|
|
|
Amount
|
|
|
% of Total
|
|
|
Legal,
accounting and other third-party expenses in connection with any business combination(6)
|
|
$
|
300,000
|
|
|
|
16.2
|
%
|
|
Due diligence expenses in connection with
any business combination
|
|
|
300,000
|
|
|
|
16.2
|
%
|
|
Legal and accounting fees related to regulatory
reporting obligations
|
|
|
180,000
|
|
|
|
9.7
|
%
|
|
Directors and officers insurance premiums
|
|
|
350,000
|
|
|
|
18.9
|
%
|
|
Working capital to cover
miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
|
|
720,000
|
|
|
|
39.0
|
%
|
|
Total
|
|
$
|
1,850,000
|
|
|
|
100.0
|
%
|
|
(1)
|
Includes
amounts payable to public stockholders who properly redeem their shares in connection
with our successful completion of our initial business combination.
|
|
(2)
|
These
offering expenses are estimated only. In the event that offering expenses are less than
as set forth in this table, any such amounts will be used for post-closing working capital
expenses. In the event that the offering expenses are more than as set forth in this
table, we may fund such excess with funds not held in the trust account.
|
|
(3)
|
The
underwriters have agreed to defer underwriting commissions of 4.5% of the gross proceeds
of this offering; provided that such deferred commissions will be reduced by the $300,000
financial advisory fee payable to Roth Capital Partners, LLC upon consummation of our initial
business combination. Upon and concurrently with the completion of our initial business combination,
up to $8,700,000, which constitutes the underwriters’ deferred commissions (or up to
$10,050,000 if the underwriters' over-allotment option is exercised in full) will be paid
to the representative of the underwriters from the funds held in the trust account. See “Underwriting.”
The remaining funds will be disbursed directly by the trustee or released to us to pay amounts
due to any public stockholders who properly exercise their redemption rights to pay all or
a portion of the consideration payable to the target or owners of the target of our initial
business combination and to pay other expenses associated with our initial business combination.
The underwriters will not be entitled to any interest accrued on the deferred underwriting
commissions.
|
|
(4)
|
Includes
organizational and administrative expenses and may include amounts related to above-listed
expenses in the event actual amounts exceed estimates.
|
|
(5)
|
These
expenses are estimates only. Our actual expenditures for some or all of these items may differ
from the estimates set forth herein. For example, we may incur greater legal and accounting
expenses than our current estimates in connection with negotiating and structuring a business
combination based upon the level of complexity of such business combination. In the event
we identify a business combination target in a specific industry subject to specific regulations,
we may incur additional expenses associated with legal due diligence and the engagement of
special legal counsel. In addition, our staffing needs may vary and as a result, we may engage
a number of consultants to assist with legal and financial due diligence. We do not anticipate
any change in our intended use of proceeds, other than fluctuations among the current categories
of allocated expenses, which fluctuations, to the extent they exceed current estimates for
any specific category of expenses, would not be available for our expenses. The amount in
the table above does not include interest available to us from the trust account. Based on
current interest rates, we would expect approximately $201,000 to be available to us annually
from interest earned on the funds held in the trust account; however, we can provide no assurances
regarding this amount. This estimate assumes an interest rate of 0.1% per annum based upon
current yields of securities in which the trust account may be invested. In addition, in
order to fund working capital deficiencies or finance transaction costs in connection with
an intended initial business combination, our founders, officers and directors or their affiliates
may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required.
If we complete our initial business combination, we may repay such loaned amounts out of
the proceeds of the trust account released to us. In the event that our initial 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 to repay such loaned amounts. 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 issued to our initial stockholders. The terms
of such loans, if any, have not been determined and no written agreements exist with respect
to such loans. Prior to the completion of our business combination, we do not expect to seek
loans from parties other than our founders, officers and directors and their affiliates,
if any, as we do not believe third parties will be willing to loan such funds and provide
a waiver against any and all rights to seek access to funds in our trust account.
|
|
(6)
|
Includes
estimated amounts that may also be used in connection with our initial business combination
to fund a “no shop” provision and commitment fees for financing.
|
The Nasdaq rules provide that at least 90%
of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net proceeds
of this offering and the sale of the private placement warrants, $201,000,000, (or $231,150,000 if the underwriters’ over-allotment
option is exercised in full) will, upon the consummation of this offering, be placed in a U.S. based trust account at J.P. Morgan Chase
Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only
in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, we estimate that the interest
earned on the trust account will be approximately $201,000 per year, assuming an interest rate of 0.1% per year. We will not be permitted
to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the
trust account that may be released to us to pay our 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 our initial business combination; (2) the redemption of any public shares
properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify
the substance or timing of our obligation to allow redemption rights as described in this prospectus 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 our public
shares if we have not completed our initial business combination within 15 months from the closing of this offering, subject to applicable
law. Based on current interest rates, we expect that interest earned on the trust account will be sufficient to pay taxes.
The
net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
complete our initial business combination. If our initial business combination is paid for using equity or debt or not all of
the funds released from the trust account are used for payment of the consideration in connection with our initial business combination
or used for redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general
corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal
or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other businesses
or for working capital.
We
believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated.
This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an
indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective
acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms
of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business
combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability
and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital
through loans or additional investments from our founders, members of our management team or any of their respective affiliates,
but such persons are not under any obligation or other duty to loan funds to, or invest in, us.
On June 30, 2021, Future Health ESG Associates
1, LLC agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. On August 24, 2021, Future Health
ESG Associates 1, LLC agreed to loan us up to an additional $50,000 to be used for a portion of the expenses of this offering. These
loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of this offering. If this offering
is completed, the loans will be repaid out of the $525,000 of offering proceeds that have been allocated for the payment of offering
expenses (other than underwriting commissions) not held in the trust account.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders, our officers and directors and their affiliates may, but are not obligated to, loan us funds on a non-interest bearing
basis as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that our initial 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 to repay such loaned amounts. 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 issued to our initial stockholders.
The terms of such loans by our founders, an affiliate of our initial stockholders or our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination,
we do not expect to seek loans from parties other than our founders, officers and directors and their affiliates, if any, as we
do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our initial stockholders, directors, officers or any of their respective affiliates may
also purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination. Please see “Proposed Business — Permitted purchases and other transactions with respect to our securities”
for a description of how such persons will determine from which stockholders to seek to acquire shares. The price per share paid in any
such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in
connection with our initial business combination. However, such persons have no current commitments, plans or intentions to engage in
such transactions and have not formulated any terms or conditions for any such transactions. If such persons engage in such transactions,
they will be subject to restrictions in making any such purchases when they are in possession of any material non- public information
or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any,
would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the
going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases
are subject to such rules, the purchasers will be required to comply with such rules.
Twelve anchor investors,
none of whom is affiliated with any member of our management team, have expressed interest to purchase an aggregate of 19,480,000 of
the units to be sold in this offering. We have instructed the underwriters to allocate units to the anchor investors pursuant to their
respective expressions of interest, however, there is no guarantee that any or all anchor investors will participate in the offering,
or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business
combination. In the event that the anchor investors purchase such units (either in this offering or after) and vote in favor of our initial
business combination, it is possible that no votes from other public shareholders would be required to approve our initial business combination,
depending on the number of shares that are present at the meeting to approve such transaction. As a result of the founder shares that
the anchor investors may hold, they may have different interests with respect to a vote on an initial business combination than other
public stockholders.
We
may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such
redemptions and the agreement for our initial business combination may require as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that we cannot satisfy
the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public
shares or the business combination, and instead may search for an alternate business combination (including, potentially, with
the same target).
A
public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of
our initial business combination and then, only in connection with those public shares that such stockholder has properly elected to
redeem, subject to the limitations described in this prospectus; (2) the redemption of any public shares properly submitted in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption rights as described in this prospectus 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 our public shares if we have not completed our
initial business combination within 15 months from the closing of this offering, subject to applicable law. In no other circumstances
will a public stockholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any rights
of proceeds held in the trust account with respect to the warrants.
Our
initial stockholders, officers and directors have entered into a letter agreement with us, and the anchor investors have entered into a separate agreement with
us, pursuant to which
they have agreed to waive (1) their redemption rights with respect to any founder shares and, except in the case of the anchor investors,
any public shares held by them in connection with the completion of our initial business combination and (2) their redemption rights
with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights
as described in this prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity. In addition, our initial stockholders, officers and directors and the anchor investors have agreed to waive their
rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our
initial business combination within the prescribed time frame. However, if our initial stockholders or any of our officers, directors
or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame to
complete our initial business combination.
DIVIDEND
POLICY
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith. The payment of any cash dividends subsequent to our initial
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors
is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase
the size of this offering, in which case we will effect a stock dividend or other appropriate mechanism immediately prior to the
consummation of this offering in an amount as to maintain the number of founder shares at 20.0% of our issued and outstanding
shares of common stock upon the consummation of this offering (not including the shares of common stock issuable upon exercise
of the private placement warrants).
DILUTION
The
difference between the public offering price per share of our common stock, assuming no value is attributed to the warrants included
in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible
book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Such calculation
does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which
would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net
tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total
liabilities (including the value of shares of our common stock which may be redeemed for cash), by the number of shares of outstanding
common stock.
At June 30, 2021, our net tangible book (deficit)
was $(175,201), or approximately $(0.04) per common stock. After giving effect to the sale of 20,000,000 shares of common stock included
in the units we are offering by this prospectus (or 23,000,000 shares of common stock if the underwriters’ over-allotment option
is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses
of this offering, our pro forma net tangible book value at June 30, 2021 would have been $5,000,001 or $0.81 per share (or $5,000,001
or $0.71 per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net
tangible book value (as decreased by the value of 18,794,285 shares of our common stock that may be redeemed for cash or 21,659,957 shares
of our common stock if the underwriters’ over-allotment option is exercised in full) of $0.85 per share (or $0.74 per share to
our initial stockholders as of the date of this prospectus. Total dilution to public stockholders from this offering will be $9.19 per
share (or $9.29 if the underwriters’ over-allotment option is exercised in full).
The
following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the
warrants included in the units or the private placement warrants:
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Public
offering price
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
Net
tangible book deficit before this offering
|
|
|
(0.04
|
)
|
|
|
(0.03
|
)
|
|
Increase
(decrease) attributable to public stockholders
|
|
|
0.85
|
|
|
|
0.74
|
|
|
Pro forma net tangible
book value after this offering and the sale of the private placement warrants
|
|
|
0.81
|
|
|
|
0.71
|
|
|
Dilution
to public stockholders
|
|
$
|
9.19
|
|
|
$
|
9.29
|
|
|
Percentage
of dilution to public stockholders
|
|
|
91.9
|
%
|
|
|
92.9
|
%
|
For
purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters'
over-allotment option) by $188,882,569 because holders of up to approximately 94.0% of our public shares may redeem their shares for
a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in
the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust
two days prior to the commencement of our tender offer or stockholder meeting, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, if any, less up to $100,000 of interest to pay dissolution expenses) divided
by the number of the then outstanding public shares.
The
following table sets forth information with respect to our initial stockholders and the public stockholders:
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Number
|
|
|
Percentage
|
|
|
Per Share
|
|
|
Initial stockholders(1)
|
|
|
5,000,000
|
|
|
|
20.00
|
%
|
|
$
|
33,333
|
|
|
|
0.02
|
%
|
|
$
|
0.007
|
|
|
Public stockholders
|
|
|
20,000,000
|
|
|
|
80.00
|
%
|
|
$
|
200,000,000
|
|
|
|
99.98
|
%
|
|
$
|
10.00
|
|
|
|
|
|
25,000,000
|
|
|
|
100.00
|
%
|
|
$
|
200,033,333
|
|
|
|
100.00
|
%
|
|
|
|
|
|
(1)
|
This
number excludes an aggregate of up to 750,000 shares of common stock subject to forfeiture
if the over-allotment option is not exercised in full or in part by the underwriters (see
Note 4).
|
The pro forma net
tangible book value per share after the offering is calculated as follows:
|
|
|
Without Over-
|
|
|
With Over-
|
|
|
|
|
allotment
|
|
|
allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
$
|
(175,201
|
)
|
|
$
|
(175,201
|
)
|
|
Net
proceeds from this offering and sale of the private placement warrants(1)
|
|
|
202,850,000
|
|
|
|
233,000,000
|
|
|
Plus: Offering costs paid in advance,
excluded from tangible book value
|
|
|
207,771
|
|
|
|
207,771
|
|
|
Less: Deferred underwriting commissions
and financial advisory fee(2)
|
|
|
(9,000,000
|
)
|
|
|
(10,350,000
|
)
|
|
Less: Proceeds held in trust subject
to redemption to maintain net tangible assets of $5,000,001
|
|
|
(188,882,569
|
)
|
|
|
(217,682,569
|
)
|
|
|
|
$
|
5,000,001
|
|
|
$
|
5,000,001
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Shares of common stock outstanding prior to this offering
|
|
|
5,750,000
|
|
|
|
5,750,000
|
|
|
Shares of common stock forfeited if over-allotment is not
exercised
|
|
|
(750,000
|
)
|
|
|
-
|
|
|
Shares of common stock included in the units offered
|
|
|
20,000,000
|
|
|
|
23,000,000
|
|
|
Less: Shares subject to redemption
|
|
|
(18,794,285
|
)
|
|
|
(21,659,957
|
)
|
|
|
|
|
6,205,715
|
|
|
|
7,090,043
|
|
|
|
(1)
|
Expenses
applied against gross proceeds include offering expenses of $525,000 and underwriting commissions
of $4,000,000 or $4,600,000 if the underwriters exercise their over-allotment option. See
"Use of Proceeds.
|
|
|
(2)
|
Includes
the financial advisory fee of $300,000 payable to Roth Capital Partners, LLC upon consummation
of our initial business combination.
|
CAPITALIZATION
The following table
sets forth our capitalization at June 30, 2021, and as adjusted to give effect to the filing of our amended and restated certificate
of incorporation, the sale of our units in this offering and the private placement warrants and the application of the estimated net
proceeds derived from the sale of such securities:
|
|
|
June
30, 2021
|
|
|
|
|
Actual
|
|
|
As
Adjusted (1)(3)
|
|
|
Note
payable to related party (1)
|
|
$
|
186,853
|
|
|
$
|
-
|
|
|
Deferred underwriting commissions
and financial advisory fee
|
|
|
-
|
|
|
|
9,000,000
|
|
|
Common
stock, $0.0001 par value, 500,000,000 shares authorized; -0- and 18,794,285 shares are subject to possible redemption, actual and
as adjusted, respectively(2)
|
|
|
-
|
|
|
|
188,882,569
|
|
|
Preferred
stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
|
|
-
|
|
|
|
-
|
|
|
Common stock,
$0.0001 par value, 500,000,000 shares authorized; 5,750,000 and 6,205,715 shares issued and outstanding (excluding -0- and 18,794,285
shares subject to possible redemption), actual and as adjusted, respectively
|
|
|
575
|
|
|
|
621
|
|
|
Additional
paid-in capital(4)
|
|
|
32,758
|
|
|
|
5,000,143
|
|
|
Accumulated deficit
|
|
|
(763
|
)
|
|
|
(763
|
)
|
|
Total stockholders’ equity
|
|
$
|
32,570
|
|
|
$
|
5,000,001
|
|
|
Total capitalization
|
|
$
|
219,423
|
|
|
$
|
202,882,570
|
|
|
|
(1)
|
Our sponsor has agreed to loan us up to $250,000 to be used for a portion
of the expenses of this offering. The as adjusted information gives effect to the repayment of this note out of the proceeds from
this offering and the sale of the private placement warrants. As of June 30, 2021, we have borrowed $186,853 under the promissory
notes with our sponsor.
|
|
|
(2)
|
Upon the completion of our
initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash
equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior
to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable by us),
subject to the limitations described herein whereby we may not redeem public shares in an amount that would cause our net tangible
assets to be less than $5,000,001, either prior to or upon consummation of an initial business combination and any limitations (including,
but not limited to, cash requirements) created by the terms of the proposed business combination. The value of common share that
may be redeemed is equal to $10.05 per share (which is the assumed redemption price) multiplied by 18,794,285 shares of common stock,
which is the maximum number of shares of common stock that may be redeemed for a $10.05 purchase price per share and still maintain
at least $5,000,001 of net tangible assets.
|
|
|
(3)
|
Actual
share amount is prior to any forfeiture of founder shares and as adjusted share amount assumes no exercise of the underwriters’
over-allotment option.
|
|
|
(4)
|
The "as adjusted" additional
paid-in capital calculation is equal to the "as adjusted" total stockholders' equity of $5,000,001, less the par value of shares
of common stock outstanding of $621, plus the accumulated deficit of $763.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We
are a blank check company incorporated as a Delaware corporation and 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. We have
not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,
directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash
from the proceeds of this offering and the sale of the private placement warrants, our capital stock, debt or a combination of
cash, stock and debt.
The
issuance of additional shares of our stock in a business combination:
|
|
•
|
may
significantly dilute the equity interest of investors in this offering;
|
|
|
•
|
may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
|
|
|
•
|
could
cause a change of control if a substantial number of shares of our common stock is issued,
which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and could result in the resignation or removal of our present officers
and directors;
|
|
|
•
|
may
have the effect of delaying or preventing a change of control of us by diluting the stock
ownership or voting rights of a person seeking to obtain control of us;
|
|
|
•
|
may
adversely affect prevailing market prices for our units, common stock and/or warrants;
and
|
|
|
•
|
may
not result in adjustment to the exercise price of our warrants.
|
Similarly,
if we issue debt securities or otherwise incur significant indebtedness, it could result in:
|
|
•
|
default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
|
|
|
•
|
acceleration
of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
|
|
|
•
|
our
immediate payment of all principal and accrued interest, if any, if the debt is payable
on demand;
|
|
|
•
|
our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt is outstanding;
|
|
|
•
|
our
inability to pay dividends on our common stock;
|
|
|
•
|
using
a substantial portion of our cash flow to pay principal and interest on our debt, which
will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
|
|
|
•
|
limitations
on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
|
|
|
•
|
increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
|
|
|
•
|
limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
As indicated in the accompanying financial
statements, as of June 30, 2021, we had $26,366 in cash and a working capital deficit of $183,534. Further, we expect to continue to incur
significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial
business combination will be successful.
Results
of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues
until after completion of our initial business combination. We will generate non-operating income in the form of interest income
on cash and cash equivalents in the form of specified U.S. government treasury bills or specified money market funds after this
offering. There has been no significant change in our financial or trading position and no material adverse change has occurred
since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of
being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
We expect our expenses to increase substantially after the closing of this offering.
Liquidity
and Capital Resources
Our liquidity needs have been satisfied prior
to the completion of this offering through receipt of a $33,333 capital contribution from our initial stockholders in exchange for the
issuance of the founder shares. We estimate that the net proceeds from: (1) the sale of the units in this offering, after deducting offering
expenses of approximately $525,000 and underwriting commissions of $4,000,000 ($4,600,000 if the underwriters’ over-allotment option
is exercised in full); and (2) the sale of the private placement warrants for a purchase price of $7,375,000 (or $8,125,000 if the underwriters’
over-allotment option is exercised in full), will be $202,850,000 (or $233,000,000 if the underwriters’ over-allotment option is
exercised in full). Of this amount, $201,000,000 (or $231,150,000 if the underwriters’ over-allotment option is exercised in full)
will be deposited into the trust account. The funds in the trust account will be invested only in U.S. government treasury bills with
a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. The remaining $1,850,000 will not be held
in the trust account. In the event that our offering expenses exceed our estimate of $525,000, we may fund such excess with funds not
to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a
corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $525,000, the amount of funds
we intend to be held outside the trust account would increase by a corresponding amount.
We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust
account (which interest shall be net of taxes payable), to complete our initial business combination. We may withdraw interest to pay
taxes. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital, whichever yields a lower result.
Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate
tax of $201,000 per year. Under the assumed par value capital method, Delaware taxes each $1,000,000 of assumed par value capital at
the rate of $400; where assumed par value would be (1) our total gross assets following this offering, divided by (2) our total issued
shares of common stock following this offering, multiplied by (3) the number of our authorized shares following this offering. Based
on the number of shares of our common stock authorized and outstanding and our estimated total gross proceeds after the completion of
this offering, our annual franchise tax obligation is expected to be capped at the maximum amount of annual franchise taxes payable by
us as a Delaware corporation of $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned
on the amounts held in the trust account. We expect the only taxes payable by us out of the funds in the trust account will be income
and franchise taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial
business combination, the 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.
Prior
to the completion of our initial business combination, we will have available to us an estimated $1,850,000 of proceeds held outside
the trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners,
review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination,
and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds on a non-interest bearing basis
as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that our initial 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 issued to our initial stockholders. These loans will be non-interest bearing. The
other terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written
agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from
parties other than our founders, officers and directors and their affiliates if any, as we do not believe third parties will be willing
to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $300,000 for legal, accounting, and other third-party expenses in connection with any business combinations; $300,000 for due diligence expenses in connection with any business combinations; $180,000 for legal and accounting fees related to regulatory reporting obligations; $350,000 for directors and officers insurance premiums; and approximately $720,000 for working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income).
These
amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not
being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business
or as a down payment with respect to a particular proposed business combination, although we do not have any current intention
to do so. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient
funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
We
do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating
our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds
available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing
either to complete our initial business combination or because we become obligated to redeem a significant number of our public
shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in
connection with such business combination.
Controls
and Procedures
We
are not currently required to evaluate and report on our system of internal controls as defined by Section 404 of the Sarbanes-Oxley
Act. We will be required to comply with the internal control reporting requirements of the Sarbanes-Oxley Act for the fiscal year
ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no
longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth
company, we intend to 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 requirement.
Prior
to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm
tested our systems of internal controls. We expect to assess the internal controls of our target business or businesses prior
to the completion of our initial business combination and we may work with the target to implement and test additional controls
as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small
and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement
in areas such as:
|
|
•
|
staffing
for financial, accounting and external reporting areas, including segregation of duties;
|
|
|
•
|
reconciliation
of accounts;
|
|
|
•
|
proper
recording of expenses and liabilities in the period to which they relate;
|
|
|
•
|
evidence
of internal review and approval of accounting transactions;
|
|
|
•
|
documentation
of processes, assumptions and conclusions underlying significant estimates; and
|
|
|
•
|
documentation
of accounting policies and procedures.
|
Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant
expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal
and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud
or erroneous financing reporting.
Once
our management’s report on internal controls is complete, we will retain an independent auditor to audit and render an opinion
on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues
concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative
and Qualitative Disclosures about Market Risk
The
net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S.
government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and
meeting certain conditions under Rule 2a-7 under the Investment Company Act. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Review
As of June 30, 2021, we
did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or
contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations
to date.
Related
Party Transactions
In March 2021, BEA Holdings, LLC, an affiliate
of Bradley A. Bostic, our Chairman and Chief Executive Officer; m2 Enterprises Holdings, LLC, an affiliate of Travis A. Morgan, our Chief
Financial Officer and a member of our Board of Directors; and Future Health ESG Associates 1, LLC, of which Messrs. Bostic and Morgan
are the managers, purchased an aggregate of 4,312,500 founder shares for a capital contribution of $25,000. On March 23, 2021, Future
Health ESG Associates 1, LLC transferred an aggregate of 168,188 founder shares, of which 129,374 shares were transferred to hc1.com,
Inc., an affiliate of Messrs. Bostic and Morgan; and 12,938 shares were transferred to each of R. Mark Lubbers, Dr. F. John Mills and
Dr. Nancy L. Snyderman, our directors. On July 16, 2021, MB Equity, LLC, an affiliate of Messrs. Bostic and Morgan, purchased 1,437,500
additional founder shares for a purchase price of $8,333.
The
number of founder shares issued was determined based on the expectation that the founder shares would represent 20.0% of the outstanding
shares of common stock upon the completion of this offering (not including the shares of common stock issuable upon exercise of the private
placement warrants). The per-share purchase price of the founder shares was determined by dividing the amount of cash contributed to
us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a stock dividend or a
share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior
to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding
shares of our common stock upon the consummation of this offering (not including the shares of common stock issuable upon exercise of
the private placement warrants). Up to 750,000 founder shares are subject to forfeiture by our initial stockholders depending on the
extent to which the underwriters’ over-allotment option is exercised. Our founders do not intend to purchase any units in this
offering.
Our
founders, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our founders, officers, directors
or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There
is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds on a non-interest bearing
basis as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that our initial 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 issued to our founders. The loans would
be non-interest bearing. The other terms of such loans by our initial stockholders, officers and directors and their affiliates,
if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business
combination, we do not expect to seek loans from parties other than our founders, officers and directors and their affiliates,
if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account.
Our initial stockholders have committed to
purchase an aggregate of 6,375,000 (or 6,975,000 if the underwriters’ over-allotment option is exercised in full) private placement
warrants at a price of $1.00 per warrant ($6,375,000 in the aggregate or $6,975,000 in the aggregate if the underwriters’ over-allotment
option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. In addition, Cantor
Fitzgerald & Co. has committed to purchase an aggregate of 1,000,000 private placement warrants (or 1,150,000 private placement warrants
if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant ($1,000,000 in the aggregate,
or $1,150,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will
close simultaneously with the closing of this offering. Each private placement warrant entitles the holder thereof to purchase one share
of our common stock at a price of $11.50 per share, subject to adjustment as provided herein. The private placement warrants are identical
to the warrants sold in this offering except that, (1) the private placement warrants (including the shares of common stock issuable
upon exercise thereof) are subject to certain transfer restrictions (as described in more detail under “Principal Stockholders
— Transfers of Founder Shares and Private Placement Warrants”), and the holders thereof are entitled to certain registration
rights (as described in more detail under “Principal Stockholders — Registration Rights”); (2) the private placement
warrants will not be redeemable by us; (3) the private placement warrants may be exercised by the holders on a cashless basis and (4)
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). Pursuant to a registration rights agreement
that we will enter into with our initial stockholders, Cantor Fitzgerald & Co. and the anchor investors on or prior to the closing
of this offering, we may be required to register certain securities for sale under the Securities Act. Our initial stockholders, the
anchor investors and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration
rights agreement to make up to three demands that we register the founder shares and shares of common stock issuable upon exercise of
the private placement warrants and any warrants issued upon conversion of working capital loans held by them for sale under the Securities
Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these
holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses
of filing any such registration statements. Please see “Certain Relationships and Related Party Transactions.”
Twelve anchor investors, none of whom is
affiliated with any member of our management team, have expressed interest to purchase an aggregate of 19,480,000 of the units to be
sold in this offering. We have instructed the underwriters to allocate units to the anchor investors pursuant to their respective expressions
of interest, however, there is no guarantee that any or all anchor investors will participate in the offering, or as to the amount of
such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination.
On March 4, 2021, Future Health ESG Associates
1, LLC agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. On August 24, 2021, Future Health
ESG Associates 1, LLC agreed to loan us up to an additional $50,000 to be used for a portion of the expenses of this offering. These
loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of this offering. If this offering
is completed, the loans will be repaid out of the $525,000 of offering proceeds that have been allocated for the payment of offering
expenses (other than underwriting commissions) not held in the trust account.
JOBS
Act
On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to
comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are
electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial
statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective
dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on
such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system
of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation
disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement
to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion
and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation
and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for
a period of five years following the completion of this offering or until we are no longer an “emerging growth company,”
whichever is earlier.
PROPOSED
BUSINESS
We
are a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer
to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities
as well as activities related to this offering. We have not selected any specific business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target
regarding a business combination with our company.
While
we may pursue an initial business combination opportunity in any industry or geographical location, we intend to capitalize on
our management team’s background and experience to identify promising opportunities that are at the forefront of smart health
technology and are enabling innovative solutions that support the transformation to value-based, precision healthcare. Specifically,
we are pursuing scale-up stage operating companies that leverage modern data science to make healthcare more effective, personalized,
and cost efficient. Our board of directors and management intend to consider target businesses that align with our environmental,
social, and governance (ESG) criteria, making a positive impact on society, operating ethically and transparently, and creating
premium economic returns through smart health technologies. We believe that ESG principles are central factors in measuring the
sustainability and societal impact of an investment in a company or business and that these criteria help to better determine
the future financial performance of companies.
Our
Management Team and Board of Directors.
Our
management team has significant industry and hands-on experience in mergers and acquisitions as well as in founding and growing
companies. Additionally, our management team has operated and invested in leading global technology companies across their corporate
life cycles and developed deep relationships with key large multi-national organizations and investors. We believe that these
relationships and our officers’ and directors’ expertise will provide a significant opportunity to drive strategic
dialogue, access new customer relationships and improve operating results following the completion of our initial business combination.
Bradley
A. Bostic has served as our Chairman and Chief Executive Officer since our inception. From its inception in March 2020 until January
2021, Brad served as a co-founder and Board of Directors member of Novus Capital Corporation, which combined with agtech pioneer AppHarvest
(NASDAQ: APPH; APPHW) funding the deployment of disruptive controlled environment farming technology to grow pesticide-free fruits and
vegetables. Mr. Bostic has served as the Chairman and Chief Executive Officer of hc1.com, Inc. since founding the company in 2011. More
than 1,000 health systems and diagnostic laboratory sites utilize hc1’s machine-learning powered software. Mr. Bostic has been
responsible for forging strategic hc1 partnerships with global healthcare technology leaders including Quest Diagnostics, Appriss Health,
CliniSys, and Amazon Web Services and with leading healthcare organizations including Cleveland Clinic, University of Washington Health
System, Sonora Quest Labs, and Sonic Healthcare. Mr. Bostic has served as the Managing Director of Health Cloud Capital Fund I, LP since
June 2017, where he leads the deployment of a private equity fund targeting growth-stage precision health SaaS companies. Mr. Bostic
has served on the board of directors of TechPoint Indiana, an advisory body advising technology companies headquartered in Indiana, since
January 2015 and Eskenazi Health Foundation, a non-profit organization aiming to promote a vital, healthy Indianapolis community, since
December 2017.
Travis
A. Morgan has served as our Chief Financial Officer and a member of our Board of Directors since our inception. Mr. Morgan
has over 20 years of experience as a private equity investor and operating partner focused on early-stage life science and technology
concerns. Since January 2007, Mr. Morgan has served as Managing Director of Caravel Ventures, LLC where he has been responsible
for 18 capital infusions into 12 different operating companies, acting as a full-time executive officer of seven of those portfolio
companies, including serving as co-founder and Chief Financial Officer of Strand Diagnostics, LLC, a leading CLIA-certified precision
medicine laboratory, and President and Chief Operating Officer of Animated Dynamics, Inc., a precision diagnostics company developing
novel technology for personalized chemotherapy selection. Since July 2017, Mr. Morgan has served as Managing Director and Chief
Financial Officer of Health Cloud Capital Fund I, LP. Since January 2015, Mr. Morgan has been a stockholder of, and served as
finance and strategy consultant and Board observer for, hc1.com, Inc. He has authored several peer-reviewed scientific papers
and presentations, and has been awarded 11 life science patents as named inventor and/ or assignee. Mr. Morgan began his finance
career at KPMG Peat Marwick.
R.
Mark Lubbers has served as a member of our Board of Directors since our inception. Mr. Lubbers has over four decades of experience
in the insurance, financial services, energy, regulatory affairs, and public service fields. Since November 2016, Mr. Lubbers has served
as the Managing Member of Spruance LLC, a company responsible for managing the residual assets of City Financial Corp., a regional investment
bank for which he served as the lead independent director from January 2000 until January 2017, overseeing the sale of the firm in three
transactions during 2016 and 2017. Since December 2016, Mr. Lubbers has served as the Chief Executive Officer and Executive Chairman
of ZahlenK-12, LLC, an educational event ticketing & payments processing provider serving schools in 41 states. Mr. Lubbers served
as the Senior VP for Corporate Affairs at health insurer Anthem, Inc. (NYSD: ANTM) from 1991 to 1995, where he developed the strategic
plan to demutualize the company and grow via acquisitions into an insurance giant, also playing a lead role in the initial public offering
of spin-out Acordia Insurance (now NYSE: KKR). Mr. Lubbers has played principal roles in multi-billion-dollar sustainable methanol, carbon
capture, and gasification projects. In the public service arena, he served as a lead advisor to one United States senator, two sitting
governors, and one presidential campaign, and was chief operating officer at the Hudson Institute from 1987 to 1991, where he held Top
Secret security clearance while managing extensive government contracting, regulatory compliance, and economic policy initiatives.
Dr.
F. John Mills, MD, PhD has served as a member of our Board of Directors since our inception. Dr. Mills is an accomplished
healthcare industry executive and entrepreneur with a background in general management of contract research organizations and
pharmaceutical development spanning 30 years. Dr. Mills has served as a member of the boards of directors of hc1.com, Inc. and
Alimentiv Inc. since March 2011 and January 2015, respectively. Dr. Mills has also served as the President of FJM Consulting LLC,
a strategy consulting firm serving life sciences companies in the United States, United Kingdom and Australia, from January 2012
to May 2020. Dr. Mills co-founded BioStorage Technologies Inc. in 2003 and served as Chairman until November 2015. BioStorage
Technologies Inc. provided management, logistics, and storage services for biological specimens and data to life science companies,
and grew to become among the largest in its niche, ultimately being sold to the Brooks Life Sciences division of publicly traded
Brooks Automation, Inc. (NASDAQ: BRKS) in November 2015. Prior to its acquisition by Laboratory Corporation of America Holdings,
NYSE: LH, Dr. Mills held various senior executive level positions at publicly traded Covance Inc., from April 1991 to January
2003, including Global President of the Central Lab Division, and Senior Vice President of European Clinical Research Services.
Dr. Mills is an investor and advisor for multiple innovative biotech companies including Intelsius, an emerging leader in cold
chain and packaging solutions for the life sciences industry, and hc1.com, Inc. Dr. Mills also served as a specialist in aviation
medicine in the UK’s Royal Air Force.
Dr.
Nancy L. Snyderman has served as a member of our Board of Directors since our inception. Dr. Snyderman, a trained pediatrician
and head and neck surgeon, served as the Chief Medical Editor for NBC News from September 2006 to May 2015 and was a medical correspondent
for ABC News from September 1987 to May 2003. In addition to her career as a journalist, Dr. Snyderman was a clinical professor
of otolaryngology at the University of Pennsylvania from August 2003 to December 2015, and a Professor at Stanford University’s
Center for Innovation in Global Health from May 2015 to June 2018. Dr. Snyderman was Senior Vice President of Corporate Communications
at Johnson & Johnson (NYSE: JNJ), from January 2003 to September 2006. She practiced as an Otolaryngologist at California
Pacific Medical Center from July 1994 to June 2003. Dr. Snyderman currently serves on the boards of directors of life science
companies Alkermes Public Limited Company (NASDAQ: ALKS), Axonics Modulation Technologies, Inc. (NASDAQ: AXNX), and Lyra Therapeutics,
Inc. (NASDAQ: LYRA) and served as an Advisory Board Member for GE’s Healthymagination from September 2006 to May 2016. She
previously served on the boards of directors of several health and wellness nonprofit organizations including Fair Food Network,
from April 2017 to June 2020, and the Institute for Healthcare Improvement, from September 2011 to December 2018. During Dr. Snyderman’s
tenure as a medical journalist at NBC News and ABC News, she and her reporting teams received Emmy Awards, Edward R. Murrow Awards,
a Columbia University DuPont Award, and a Gracie Award. Dr. Snyderman is a fellow in the American College of Surgeons.
We believe the experience of our management
team, strengthened by their industry network and our experienced board of directors, will enhance our ability to source viable prospective
target businesses, capitalize them and ensure public-market readiness. We believe that our management team is equipped with the knowledge,
experience, capital and human resources to pursue unique opportunities that will offer attractive risk-adjusted returns.
Our
officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses.
We presently expect each of our officers and directors to devote such amount of time as they reasonably believe is necessary to
our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority
of their time as we move into serious negotiations with a target business for a business combination). The past successes of our
executive officers and directors do not guarantee that we will successfully consummate an initial business combination.
Acquisition
Strategy
While
we have not yet selected a target business with which to consummate our initial business combination, we believe based on our
management’s business knowledge and past experience that there are numerous potential candidates. We expect that our principal
means of identifying potential target businesses will be through the extensive contacts and relationships of our initial stockholders,
officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying
or performing due diligence on potential target businesses, our officers and directors believe that the relationships they have
developed over their careers and their access to our initial stockholders and their affiliates’ contacts and resources will
generate a number of potential business combination opportunities that will warrant further investigation. We also anticipate
that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial
community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us.
These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many
of these sources will have read this prospectus and know what types of businesses we are targeting.
Investment
Criteria
Consistent
with our strategy, we have identified the following criteria to evaluate prospective target businesses. We may however, decide
to enter into our initial business combination with a target business that does not meet these criteria. We have identified the
following criteria that we believe are important in evaluating candidates for our initial business combination:
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Operating
Stability with Significant Growth Potential. We will generally seek to acquire
a business that has demonstrated operational stability with consistent historical growth
in their financial results, and which is expected to continue to grow for the foreseeable
future.
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Leadership
Position in its Industry. We will generally seek to identify a business that
has a leadership position in its industry and/ or a defensible niche with a target market
as a result of differentiated technology or other competitive advantages.
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Unrealized
Potential for Shareholder Value Creation. We will target businesses that are
both initially attractive investment candidates and that possess the potential for ongoing
shareholder value creation in the long term. Examples of post-acquisition value creating
activities include operational improvements in sales and marketing, increasing operating
efficiency and reducing costs. Other examples include value creation opportunities through
add on acquisitions or divestitures, or by lowering the cost of capital by opening up
new sources of debt or equity financing.
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Potential
to Grow Via Acquisition Opportunities. We will generally seek to acquire a business
that has the potential to grow through additional acquisitions.
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Innovating
within an existing market. We will seek a company that offers innovative products
or business models within an existing market, sparing the risk and burden of developing
a new and yet to be proven marketplace.
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Enterprise
Value. We intend to focus on companies with valuations between $500,000,000 and
$1,500,000,000, as we believe there are a substantial number of potential target businesses
within this range that can benefit from new capital to scale operations
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Committed
and Capable Management Team. We will generally seek to acquire a business with
a professional management team whose interests are aligned with those of our investors.
Where necessary, we may also look to complement and enhance the capabilities of the target
business’s management team by recruiting additional talent through our network
of contacts.
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Benefit
from Being a Publicly Traded Company. We will primarily seek a target that we
believe will benefit from being publicly traded and will be able to effectively utilize
the broader access to capital and the public profile that are associated with being a
publicly traded company.
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Consideration
of ESG Factors. Our board of directors and management intend to prioritize ESG
factors in connection with their analysis of target businesses.
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These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general criteria as well as other considerations, factors, criteria and guidelines
that our management may deem relevant.
Our
Acquisition Process
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial,
operational, legal and other information that will be made available to us.
We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsors, officers
or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsors,
officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent
investment banking firm or from another independent entity that commonly renders valuation opinions, that such initial business
combination is fair to our company from a financial point of view.
Members
of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have
a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to
evaluating a particular business combination if the retention or resignation of any such officers and directors was included by
a target business as a condition to any agreement with respect to our initial business combination.
Our
officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire
to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business
or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us.
Our
officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business
combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination
opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties,
he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and
only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. For more
information, see the section entitled “Management — Conflicts of Interest.”
We
do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially
affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide
that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are
legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Initial
Business Combination
Our
initial business combination must occur with one or more target businesses that together have a fair market value equal to at
least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned)
at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors
is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to
the satisfaction of such criteria.
We
anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders
own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses.
We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than
100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders
or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business
sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction
company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial
business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed
to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue
a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial number
of new shares to third parties in connection with financing our initial business combination. In such cases, we would acquire
a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our
initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by
us is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than
one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses.
Status
as a Public Company
We
believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,
we offer target businesses an alternative to the traditional initial public offering through a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination. In this situation, the owners of the target
business would exchange their shares of stock in the target business for shares of our stock or for a combination of shares of
our stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs
and obligations associated with being a public company, we believe target businesses will find this method a more certain and
cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering,
there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same
extent in connection with a business combination with us.
Furthermore,
once a proposed business combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater
access to capital and an additional means of providing management incentives consistent with stockholders’ interests. It
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting
talented employees.
Financial
Position
With funds available for a business combination
initially in the amount of $193,850,000 assuming no redemptions (or $222,650,000 assuming no redemptions if the underwriters' over-allotment
option is exercised in full), after payment of deferred underwriting commissions of $8,700,000 (or $10,050,000 if the underwriters' over-allotment
option is exercised in full and the $300,000 financial advisory fee payable to Roth Capital Partners, LLC upon the consummation of our
initial business combination), in each case, after estimated offering expenses of $525,000 (and prior to any post-IPO working capital
expenses), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the
potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to
complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs
and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available
to us.
Effecting
our Initial Business Combination
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering.
We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private
placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business
combination. We may seek to complete our initial business combination with a company or business that may be financially unstable
or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If
our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may
apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion
of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other businesses or for working capital.
Our
officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire
to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business
or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us.
We
may seek to raise additional funds in connection with the completion of our initial business combination through a private offering
of equity securities or debt securities or loans, and we may effectuate our initial business combination using the proceeds of
such offerings or loans rather than using the amounts held in the trust account.
In
the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents
or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by applicable
law or we decide to do so for business or other reasons, we would seek stockholder approval of such financing. There are no prohibitions
on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we
are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through
the sale of securities or otherwise.
Selection
of a target business and structuring of our initial business combination
Our
initial business combination must be with one or more target businesses that together have a fair market value equal to at least
80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the
time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target
or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community,
such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment
banking firm or from another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually
unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted
to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In
any case, we will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of
the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for it not to be required to register as an investment company under the Investment Company Act. If less than 100% of the outstanding
equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion
of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% fair market value
test. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which
we may ultimately complete our initial business combination.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early
stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management
will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all of the significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial,
operational, legal and other information that will be made available to us.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
Lack
of business diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business.
By
completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic,
competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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solely
dependent upon the performance of a single business, property or asset; or
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dependent
upon the development or market acceptance of a single or limited number of products,
processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
Limited
ability to evaluate the target’s management team
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our initial business combination with that business, our assessment of the target business’s management may not prove to
be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated
with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial business combination, it is highly unlikely that any of them will devote their full efforts to our affairs subsequent
to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant
experience or knowledge relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the post-business
combination company. The determination as to whether any of our key personnel will remain with the combined company will be made
at the time of our initial business combination.
Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Stockholders
may not have the ability to approve our initial business combination
We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder
approval if it is required by applicable law or stock exchange rule, or we may decide to seek stockholder approval for business
or other reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we may consider
and whether stockholder approval is currently required under Delaware law for each such transaction.
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Type
of Transaction
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Whether
Stockholder
Approval is
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Purchase of assets
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No
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Purchase of stock of target not involving a
merger with the company
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No
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Merger of target into a subsidiary of the company
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No
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Merger of the company with a target
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Yes
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Under
Nasdaq’s listing rules, stockholder approval would typically be required for our initial business combination if, for example:
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we
issue (other than in a public offering for cash) shares of common stock that will either
(a) be equal to or in excess of 20% of the number of shares of common stock then outstanding
or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
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any
of our directors, officers or substantial security holders (as defined by the Nasdaq
rules) has a 5% or greater interest, directly or indirectly, in the target business or
assets to be acquired and if the number of shares of common stock to be issued, or if
the number of shares of common stock into which the securities may be convertible or
exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the
voting power outstanding before the issuance in the case of any of our directors and
officers or (b) 5% of the number of shares of common stock or 5% of the voting power
outstanding before the issuance in the case of any substantial security holders; or
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the
issuance or potential issuance will result in our undergoing a change of control.
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The
decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder
approval is not required by applicable law or stock exchange rule will be made by us, solely in our discretion, and will be based
on business and other reasons, which include a variety of factors, including, but not limited to:
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the
timing of the transaction, including in the event we determine stockholder approval would
require additional time and there is either not enough time to seek stockholder approval
or doing so would place the company at a disadvantage in the transaction or result in
other additional burdens on the company;
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the
expected cost of holding a stockholder vote;
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the
risk that the stockholders would fail to approve the proposed business combination;
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other
time and budget constraints of the company; and
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additional
legal complexities of a proposed business combination that would be time-consuming and
burdensome to present to stockholders.
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Permitted
purchases and other transactions with respect to our securities
In
the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our founders, directors, officers or any of their respective affiliates may
purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination. There is no limit on the number of securities such persons may purchase. Additionally, at any time
at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic
information), our founders, directors, officers or any of their respective affiliates may enter into transactions with investors and
others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination
or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such purchases or other
transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds held in
the trust account will be used to purchase public shares or warrants in such transactions. Such persons will be subject to restrictions
in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by
Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still
the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.
We will adopt an insider trading policy which will require insiders to (1) refrain from purchasing securities during certain blackout
periods and when they are in possession of any material non-public information and (2) clear all trades with our legal counsel prior
to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will
be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances,
our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
In
the event that our founders, directors, officers or any of their respective affiliates purchase public shares in privately negotiated
transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote
against our initial business combination, such selling stockholders would be required to revoke their prior elections to redeem
their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction
subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
The
purpose of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase
the likelihood of obtaining stockholder approval of the initial business combination, (2) reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial
business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth
or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. Any such transactions may result in the completion of our initial business combination that may not otherwise have
been possible.
In
addition, if such purchases are made, the public “float” of our shares of common stock or warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
Our
founders, officers, directors and/or any of their respective affiliates anticipate that they may identify the stockholders with
whom our founders, officers, directors or any of their respective affiliates may pursue privately negotiated transactions by either
the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of public
shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our founders,
officers, directors or any of their respective affiliates enter into a private transaction, they would identify and contact only
potential selling or redeeming stockholders who have expressed their election to redeem their shares for a pro rata share of the
trust account or vote against our initial business combination. Such persons would select the stockholders from whom to acquire
shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem
relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share
a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Our
founders, officers, directors or any of their respective affiliates will be restricted from purchasing shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Any
purchases by our founders, officers, directors and/or any of their respective affiliates who are affiliated purchasers under Rule
10b-18 under the Exchange Act will be restricted unless such purchases are made in compliance with Rule 10b-18, which is a safe
harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical
requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our founders, officers,
directors and/or any of their respective affiliates will be restricted from making purchases of common stock if such purchases
would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption
rights for public stockholders upon completion of our initial business combination
We will provide our public stockholders with
the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business
days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, subject to the limitations described herein. At completion of the business combination,
we will be required to purchase any public shares properly delivered for redemption and not withdrawn. The amount in the trust account
is initially anticipated to be $10.05 per public share. The redemption rights will include the requirement that a beneficial holder must
identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business
combination with respect to our warrants. Our initial stockholders, officers and directors have entered into a letter agreement with
us, and the anchor investors have entered into a separate agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and, except in the case of the anchor investors, any public shares held by them in connection
with the completion of our initial business combination.
Manner
of conducting redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the
completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business
combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as
to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us,
solely in our discretion, and will be based on a variety of factors such as the timing of the transaction. Asset acquisitions
and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive
and any transactions where we issue more than 20.0% of our outstanding common stock or seek to amend our amended and restated
certificate of incorporation would typically require stockholder approval. If we structure a business combination transaction
with a target company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder
vote to approve the proposed business combination. We intend to conduct redemptions without a stockholder vote pursuant to the
tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement
or we choose to seek stockholder approval for business or other reasons.
If
a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant
to our amended and restated certificate of incorporation:
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•
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conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which
regulate issuer tender offers; and
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file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies.
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Upon
the public announcement of our initial business combination, we and our officers and directors will terminate any plan established
in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market if we elect to redeem our public shares
through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions or any
greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such initial business combination, and we instead may search for an alternate business combination (including, potentially, with
the same target).
If,
however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide
to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
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conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the
tender offer rules; and
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file
proxy materials with the SEC.
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We
expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However,
we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional
notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so,
we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder
vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.
In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
combination.
If we seek stockholder approval, we will
complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of
the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any
founder shares and any public shares held by them in favor of our initial business combination. These quorum and voting thresholds and
agreements, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem
its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. In
addition, our initial stockholders have entered into a letter agreement with us, and the anchor investors have entered into a letter
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and, except
in the case of the anchor investors, any public shares held by them in connection with the completion of a business combination.
Our
amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of our public shares
may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business
combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its
owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention
of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate
cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any
amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount
of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination (including,
potentially, with the same target).
Limitation
on redemption upon completion of our initial business combination if we seek stockholder approval
Notwithstanding
the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of
incorporation will provide 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 Exchange Act), will
be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, which
we refer to as the “Excess Shares,” without our prior consent. Absent this provision, a public stockholder holding
more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business
combination if such holder’s shares are not purchased by us or our founders or their affiliates at a premium to the then-current
market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares
sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block
our ability to complete our initial business combination, particularly in connection with a business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering
stock certificates in connection with a tender offer or redemption rights
We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in
the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal
to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent
electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting
against the initial business combination at the holder’s option. The tender offer or proxy materials, as applicable, that
we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are
requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send
out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote
on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise
its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and,
in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the
stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance
of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given
the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. The transfer agent will typically
charge the tendering broker a fee of approximately $80 and it would be up to the broker whether or not to pass this cost on to
the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote
on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the stockholder then had an “option window” after the completion of the business combination during which
he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would
become “option” rights surviving past the completion of the business combination until the redeeming holder delivered
its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials
or two business days prior to the scheduled date of the stockholder meeting set forth in our proxy materials, as applicable (unless
we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights,
such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated
that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly
after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If
our initial proposed business combination is not completed, we may continue to try to complete a business combination until 15 months
from the closing of this offering or during any Extension Period.
Redemption
of public shares and liquidation if no initial business combination
Our
amended and restated certificate of incorporation provides that we will have only 15 months from the closing of this offering to complete
our initial business combination. If we have not completed our initial business combination within such period or during any Extension
Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than
ten business days thereafter, 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in the case of clauses (2) and (3) to our obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to complete our initial business combination within the prescribed time period.
Our
initial stockholders, officers and directors have entered into a letter agreement with us, and the anchor investors have entered into
a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with
respect to any founder shares held by them if we fail to complete our initial business combination within the prescribed time period.
However, if our initial stockholders or any of our officers, directors or any of their respective affiliates then hold any public shares,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our
initial business combination within the allotted time frame to complete our initial business combination.
Our
initial stockholders, officers and directors and the anchor investors have agreed, pursuant to written agreements with us, that they
will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our
obligation to allow redemption rights as described in this prospectus or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares
of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001
following such redemptions.
We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the estimated
$1,850,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds
of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without
taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust,
the per-share redemption amount received by stockholders upon our dissolution would be $10.05. The proceeds deposited in the trust account
could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders.
We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.05.
Please see “Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by stockholders may be less than $10.05 per share” and other risk factors described
above. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision
for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make
any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that
we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors,
service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they
execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver
if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect
the amounts held in the trust account, Future Health ESG Associates 1, LLC has agreed that it will be liable to us if and to the extent
any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.05 per public share; or (2) such
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 the amount of interest which may be withdrawn to pay taxes, except as to any claims
by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our
indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, Future Health ESG Associates 1, LLC will not
be responsible to the extent of any liability for such third-party claims. We have not independently verified whether Future Health ESG
Associates 1, LLC has sufficient funds to satisfy its indemnity obligations and believe that its only assets are stock of our company.
Therefore, we believe it is unlikely that Future Health ESG Associates 1, LLC will be able to satisfy those obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.05 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust
account are reduced below: (1) $10.05 per public share; or (2) such 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 the amount of interest
which may be withdrawn to pay taxes, and Future Health ESG Associates 1, LLC asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against Future Health ESG Associates 1, LLC to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against Future Health ESG Associates 1, LLC to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in certain
instances. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount
recoverable or the independent directors may determine that a favorable outcome is not likely. Accordingly, we cannot assure you that
due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.05 per public share.
Please see “Risk Factors — If third parties bring claims against us, the proceeds held in the trust account could be reduced
and the per-share redemption amount received by stockholders may be less than $10.05 per share” and other risk factors described
above.
We will seek to reduce the possibility that
Future Health ESG Associates 1, LLC will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors,
service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust
account. Future Health ESG Associates 1, LLC will also not be liable as to any claims under our indemnity of the underwriters of this
offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to an estimated $1,850,000
from the proceeds of this offering and the sale of the private placement warrants with which to pay any such potential claims (including
costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $525,000). In the
event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who
received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our
estimate of $525,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount
of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering
expenses are less than our estimate of $525,000, the amount of funds we intend to be held outside the trust account would increase by
a corresponding amount.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our initial business combination within the required time period may be considered
a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of
the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability
of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share
of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event
we do not complete our initial business combination within the required time period, is not considered a liquidating distribution under
Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidating distribution. If we have not completed our initial business combination within 15 months from the closing of this offering
or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than ten business days thereafter, 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 (which interest shall be net of taxes payable, and less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in the case of clauses (2) and (3) to our obligations under Delaware law
to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public
shares as soon as reasonably possible following the end of our acquisition period and, therefore, we do not intend to comply with those
procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
Because
we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be
limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as
lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our
underwriting agreement, we will seek to have all vendors, service providers (other than our independent registered public accounting
firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to any monies held in the trust account.
As a result of this obligation,
the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability
extending to the trust account is remote. Further, Future Health ESG Associates 1, LLC may be liable only to the extent necessary to
ensure that the amounts in the trust account are not reduced below: (1) $10.05 per public share; or (2) such 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 the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is
deemed to be unenforceable against a third party, Future Health ESG Associates 1, LLC will not be responsible to the extent of any liability
for such third-party claims.
If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims
of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.05
per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could
seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. Please see “Risk Factors — If, after we distribute the proceeds
in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed
as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of
punitive damages.”
A
public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of
our initial business combination and then, only in connection with those public shares that such stockholder has properly elected to
redeem, subject to the limitations described in this prospectus; (2) the redemption of any public shares properly submitted in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption rights as described in this prospectus 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 our public shares if we have not completed our
initial business combination within 15 months from the closing of this offering, subject to applicable law. In no other circumstances
will a public stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval
in connection with our initial business combination, a stockholder’s voting in connection with our initial business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such
stockholder must have also exercised its redemption rights described above. Holders of warrants will not have any rights of proceeds
held in the trust account with respect to the warrants.
Amended
and Restated Certificate of Incorporation
Our
amended and restated certificate of incorporation will contain certain requirements and restrictions relating to this offering that will
apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated
certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as described in this
prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
we will provide public stockholders with the opportunity to redeem their public shares in connection with any such vote. Our initial
stockholders, officers and directors and the anchor investors have agreed to waive any redemption rights with respect to any founder
shares and, except in the case of the anchor investors, any public shares held by them in connection with any such amendment. Specifically,
our amended and restated certificate of incorporation will provide, among other things, that:
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|
•
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prior
to the consummation of our initial business combination, we shall either: (1) seek stockholder
approval of our initial business combination at a meeting called for such purpose, in
connection with which, stockholders may seek to redeem their shares without voting, and
if they do vote, irrespective of whether they vote for or against the proposed transaction,
into their pro rata share of the aggregate amount then on deposit in the trust account,
calculated as of two business days prior to the completion of our initial business combination,
including interest (which interest shall be net of taxes payable); or (2) provide our
public stockholders with the opportunity to tender their shares to us by means of a tender
offer (and thereby avoid the need for a stockholder vote) for an amount equal to their
pro rata share of the aggregate amount then on deposit in the trust account, calculated
as of two business days prior to the completion of our initial business combination,
including interest (which interest shall be net of taxes payable), in each case subject
to the limitations described herein;
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•
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we
will consummate our initial business combination only if we have net tangible assets
of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval,
a majority of the outstanding shares of our common stock voted are voted in favor of
the business combination at a duly held stockholders meeting;
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|
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•
|
if
we have not completed our initial business combination within 15 months from the closing
of this offering, we will: (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of
taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in the case of clauses (2) and (3) to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable
law; and
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•
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prior
to our initial business combination, we may not issue additional shares of capital stock
that would entitle the holders thereof to (1) receive funds from the trust account or
(2) vote pursuant to our amended and restated certificate of incorporation on any initial
business combination or any amendments to our amended and restated certificate of incorporation.
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These
provisions cannot be amended without the approval of holders of at least 50% of our outstanding common stock.
Unless
specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange
rules, the affirmative vote of holders of a majority of the outstanding shares of our common stock that are voted is required
to approve any such matter voted on by our stockholders.
Comparison
of redemption or purchase prices in connection with our initial business combination and if we fail to complete our initial business
combination
The
following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion
of our initial business combination and if we have not completed our initial business combination within 15 months from the closing of
this offering or during any Extension Period.
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Redemption
in Connection with
our Initial Business Combination
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|
Other
Permitted Purchases
of Public Shares by our
Affiliates
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|
Redemptions
if we fail to
Complete an Initial
Business Combination
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Calculation
of redemption
price
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|
Redemptions at the time of our initial business combination
may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether
we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders
may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account, calculated as of
two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.05
per public share), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible
assets to be less than $5,000,001 following such redemptions, and any limitations (including but not limited to cash requirements)
agreed to in connection with the negotiation of terms of a proposed business combination.
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If we seek stockholder approval of our initial business
combination, our founders, directors, officers or any of their respective affiliates may purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases
will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor
from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account
will be used to purchase shares in such transactions.
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If we have not completed our initial business combination
within 15 months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to
be $10.05 per public share), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public
shares.
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|
Redemption
in Connection with
our Initial Business Combination
|
|
Other
Permitted Purchases
of Public Shares by our
Affiliates
|
|
Redemptions
if we fail to
Complete an Initial
Business Combination
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Impact
to remaining
stockholders
|
|
The redemptions in connection with our initial business
combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting
commissions and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds
held in the trust account).
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If the permitted purchases described above are made,
there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
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|
The redemption of our public shares if we fail to
complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who
will be our only remaining stockholders after such redemptions.
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Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419
The
following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions
of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering
would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise
their over-allotment option. None of the provisions of Rule 419 apply to our offering.
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Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
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|
Escrow
of offering
proceeds
|
|
The
Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants
be deposited in a trust account.
$201,000,000 of the net proceeds of this
offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at JPMorgan Chase Bank,
N.A., with Continental Stock Transfer & Trust Company acting as trustee.
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At least approximately
$176,400,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions,
expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary
institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having
the beneficial interests in the account.
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Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Investment
of net
proceeds
|
|
$201,000,000 of the net
offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury
bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions
under Rule 2a-7 under the Investment Company Act.
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|
Proceeds could be invested
only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are
direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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|
Receipt
of interest on
escrowed
funds
|
|
Interest on proceeds
from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our
liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest
that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution
and liquidation.
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|
Interest on funds in
escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released
to us in connection with our completion of a business combination.
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|
Limitation
on fair
value
or net assets
of
target business
|
|
Our initial business
combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the
balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time
of our signing a definitive agreement in connection with our initial business combination.
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The fair value or net
assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading
of securities
issued
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|
The units will begin trading
on or promptly after the date of this prospectus. The common stock and warrants constituting the units will begin separate trading
on the 90th day following the date of this prospectus (or, if such date is not a business day, the following business
day) unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject to our having filed
the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin.
We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ overallotment
option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K
will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
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|
No trading of the units
or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period,
the securities would be held in the escrow or trust account.
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|
Exercise
of the
warrants
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|
The
warrants cannot be exercised until 30 days after the completion of our initial business combination.
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|
The warrants could
be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the
exercise would be deposited in the escrow or trust account.
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Terms
of Our Offering
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|
Terms
Under a Rule 419 Offering
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Election
to remain an
investor
|
|
We will provide our
public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate
amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business
combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business
combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules
to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to
hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant
to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder
vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However,
we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing
additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder
approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock
voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to
redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed
transaction
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|
A prospectus containing
information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would
be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than
45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide
if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the
company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held
in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect
to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities
are issued.
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|
Business
combination
deadline
|
|
If we have not completed
an initial business combination within 15 months from the closing of this offering or during any Extension Period, we will: (1) cease
all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (2) and (3) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law.
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|
If an acquisition has not
been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or
escrow account are returned to investors.
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Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
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|
Release
of funds
|
|
Except with respect to
interest earned on the funds held in the trust account that may be released to us to pay our 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 our initial business combination;
(2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated
certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as described in this
prospectus 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 our public shares if we have not completed our initial business combination within 15
months from the closing of this offering, subject to applicable law.
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The proceeds held in the
escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business
combination within the allotted time.
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|
Limitation
on
redemption
rights
of
stockholders
holding
more than
15%
of the shares
sold
in this offering
if
we hold a
stockholder
vote
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|
If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from redeeming its shares with
respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our
public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our
initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in
open market transactions.
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Most blank check companies
provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders
in connection with an initial business combination.
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|
Terms
of Our Offering
|
|
Terms
Under a Rule 419 Offering
|
|
Tendering
stock
certificates
in
connection
with a
tender
offer or
redemption
rights
|
|
We may require our
public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents
or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve
the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically
using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The
tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our
initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements.
Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender
offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
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In order to perfect
redemption rights in connection with their business combinations, holders could vote against a proposed business combination
and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business
combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to
verify ownership.
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Competition
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire.
Many
of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or
indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess
greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there will be numerous target businesses we
could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to
compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial
resources. Our initial stockholders or any of their affiliates may make additional investments in us, although our they have no
obligation or other duty to do so. This inherent competitive limitation gives others an advantage in pursuing the acquisition
of certain target businesses. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise
their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants,
and the future dilution they potentially represent, may not be viewed favorably by target businesses. Any of these factors may
place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.
Facilities
We
currently maintain our executive offices at 8 The Green, Suite #12081, Dover, DE 19901. We consider our current office space adequate
for our current operations.
Employees
We
currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business
combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend
to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time that any such person will devote in any time period to our company will vary based on whether a target business
has been selected for our initial business combination and the current stage of the business combination process.
Periodic
Reporting and Financial Information
We
will register our units, common stock and warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our
annual reports will contain financial statements audited and reported on by our independent registered public accounting firm.
We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements
may be required to be prepared in accordance with, or be reconciled to, GAAP or IFRS, depending on the circumstances and the historical
financial statements may be required to be audited in accordance with PCAOB standards. These financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial
statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial
business combination within the prescribed time frame. While this may limit the pool of potential business combination candidates,
we do not believe that this limitation will be material.
We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirements
on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to 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 auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than
$1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth
company” shall have the meaning associated with it in the JOBS Act.
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of
our common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2)
our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates
exceeds $700 million as of the end of that year’s second fiscal quarter.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in
the 12 months preceding the date of this prospectus.
MANAGEMENT
Directors
and Executive Officers
Our
directors and officers are as follows:
|
Name
|
|
Age
|
|
Title
|
|
Bradley
A. Bostic
|
|
46
|
|
Chief
Executive Officer and Director
|
|
Travis
A. Morgan
|
|
50
|
|
Chief
Financial Officer and Director
|
|
R.
Mark Lubbers
|
|
66
|
|
Director
|
|
Dr.
F. John Mills
|
|
69
|
|
Director
|
|
Dr.
Nancy L. Snyderman
|
|
69
|
|
Director
|
Bradley
A. Bostic has served as our Chairman and Chief Executive Officer since our inception. From its inception in March 2020 until January
2021, Brad served as a co-founder and Board of Directors member of Novus Capital Corporation, which combined with agtech pioneer AppHarvest
(NASDAQ: APPH; APPHW) funding the deployment of disruptive controlled environment farming technology to grow pesticide-free fruits and
vegetables. Mr. Bostic has served as the Chairman and Chief Executive Officer of hc1.com, Inc. since founding the company in 2011. More
than 1,000 health systems and diagnostic laboratory sites utilize hc1’s machine-learning powered software. Mr. Bostic has been
responsible for forging strategic hc1 partnerships with global healthcare technology leaders including Quest Diagnostics, Appriss Health,
CliniSys, and Amazon Web Services and with leading healthcare organizations including Cleveland Clinic, University of Washington Health
System, Sonora Quest Labs, and Sonic Healthcare. Mr. Bostic has served as the Managing Director of Health Cloud Capital Fund I, LP since
June 2017, where he leads the deployment of a private equity fund targeting growth-stage precision health SaaS companies. Mr. Bostic
has served on the board of directors of TechPoint Indiana, an advisory body advising technology companies headquartered in Indiana, since
January 2015 and Eskenazi Health Foundation, a non-profit organization aiming to promote a vital, healthy Indianapolis community, since
December 2017. Mr. Bostic holds a BS in Business from Indiana University with a concentration in Informatics. We believe that Mr. Bostic’s
previous experience as a director of a special purpose acquisition company, which successfully completed a business combination, combined
with his extensive expertise as a health technology investor, operator, and senior executive, renders him qualified to serve as one of
our directors.
Travis
A. Morgan has served as our Chief Financial Officer and a member of our Board of Directors since our inception. Mr. Morgan
has over 20 years of experience as a private equity investor and operating partner focused on early-stage life science and technology
concerns. Since January 2007, Mr. Morgan has served as Managing Director of Caravel Ventures, LLC where he has been responsible
for 18 capital infusions into 12 different operating companies, acting as a full-time executive officer of seven of those portfolio
companies, including serving as co-founder and Chief Financial Officer of Strand Diagnostics, LLC, a leading CLIA-certified precision
medicine laboratory, and President and Chief Operating Officer of Animated Dynamics, Inc., a precision diagnostics company developing
novel technology for personalized chemotherapy selection. Since July 2017, Mr. Morgan has served as Managing Director and Chief
Financial Officer of Health Cloud Capital Fund I, LP, a private equity fund targeting growth-stage precision health SaaS companies.
Since January 2015, Mr. Morgan has been a stockholder of, and served as finance and strategy consultant and Board observer for,
hc1.com, Inc. He has authored several peer-reviewed scientific papers and presentations, and has been awarded 11 life science
patents as named inventor and/ or assignee. Mr. Morgan began his finance career at KPMG Peat Marwick and holds a B.S. in Accounting
from Indiana University and an MBA from Babson. We believe that Mr. Morgan’s significant experience and leadership as a
private equity investor in and executive officer of life sciences and technology companies renders him qualified to serve as one
of our directors.
R.
Mark Lubbers R. Mark Lubbers has served as a member of our Board of Directors since our inception. Mr. Lubbers has over four
decades of experience in the insurance, financial services, energy, regulatory affairs, and public service fields. Since November
2016, Mr. Lubbers has served as the Managing Member of Spruance LLC, a company responsible for managing the residual assets of City
Financial Corp., a regional investment bank for which he served as the lead independent director from January 2000 until January
2017, overseeing the sale of the firm in three transactions during 2016 and 2017. Since December 2016, Mr. Lubbers has served as the
Chief Executive Officer and Executive Chairman of ZahlenK-12, LLC, an educational event ticketing & payments processing provider
serving schools in 41 states. Mr. Lubbers served as the Senior VP for Corporate Affairs at health insurer Anthem, Inc. (NYSD: ANTM)
from 1991 to 1995, where he developed the strategic plan to demutualize the company and grow via acquisitions into an insurance
giant, also playing a lead role in the initial public offering of spin-out Acordia Insurance (now NYSE: KKR). Mr. Lubbers has played
principal roles in multi-billion-dollar sustainable methanol, carbon capture, and gasification projects. In the public service
arena, he served as a lead advisor to one United States senator, two sitting governors, and one presidential campaign, and was chief
operating officer at the Hudson Institute from 1987 to 1991, where he held Top Secret security clearance while managing extensive
government contracting, regulatory compliance, and economic policy initiatives. Mr. Lubbers holds a BS from Purdue's Krannert School
and an MBA from Harvard Business School. We believe that Mr. Lubbers' significant experience and leadership in the financial and
health insurance industries, both as a senior executive and board member, render him qualified to serve as one of our
directors.
Dr.
F. John Mills, MD, PhD has served as a member of our Board of Directors since our inception. Dr. Mills is an accomplished
healthcare industry executive and entrepreneur with a background in general management of contract research organizations and
pharmaceutical development spanning 30 years. Dr. Mills has served as a member of the boards of directors of hc1.com, Inc. and
Alimentiv Inc. since March 2011 and January 2015, respectively. Dr. Mills has also served as the President of FJM Consulting LLC,
a strategy consulting firm serving life sciences companies in the United States, United Kingdom and Australia, from January 2012
to May 2020. Dr. Mills co-founded BioStorage Technologies Inc. in 2003 and served as Chairman until November 2015. BioStorage
Technologies Inc. provided management, logistics, and storage services for biological specimens and data to life science companies,
and grew to become among the largest in its niche, ultimately being sold to the Brooks Life Sciences division of publicly traded
Brooks Automation, Inc. (NASDAQ: BRKS) in November 2015. Prior to its acquisition by Laboratory Corporation of America Holdings,
NYSE: LH, Dr. Mills held various senior executive level positions at publicly traded Covance Inc., from April 1991 to January
2003, including Global President of the Central Lab Division, and Senior Vice President of European Clinical Research Services.
Dr. Mills is an investor and advisor for multiple innovative biotech companies including Intelsius, an emerging leader in cold
chain and packaging solutions for the life sciences industry, and hc1.com, Inc., the leader in precision testing and prescribing
for value-based care. Dr. Mills also served as a specialist in aviation medicine in the UK’s Royal Air Force. We believe
that Dr. Mills’ extensive experience and leadership in the healthcare industry and in providing strategic guidance to life
science companies render him qualified to serve as one of our directors.
Dr.
Nancy L. Snyderman has served as a member of our Board of Directors since our inception. Dr. Snyderman, a trained pediatrician
and head and neck surgeon, served as the Chief Medical Editor for NBC News from September 2006 to May 2015 and was a medical correspondent
for ABC News from September 1987 to May 2003. In addition to her career as a journalist, Dr. Snyderman was a clinical professor
of otolaryngology at the University of Pennsylvania from August 2003 to December 2015, and a Professor at Stanford University’s
Center for Innovation in Global Health from May 2015 to June 2018. Dr. Snyderman was Senior Vice President of Corporate Communications
at Johnson & Johnson, a publicly-traded pharmaceutical company (NYSE: JNJ), from January 2003 to September 2006. She practiced
as an Otolaryngologist at California Pacific Medical Center from July 1994 to June 2003. Dr. Snyderman currently serves on the
boards of directors of life science companies Alkermes Public Limited Company (NASDAQ: ALKS), Axonics Modulation Technologies,
Inc. (NASDAQ: AXNX), and Lyra Therapeutics, Inc. (NASDAQ: LYRA) and served as an Advisory Board Member for GE’s Healthymagination
from September 2006 to May 2016. She previously served on the boards of directors of several health and wellness nonprofit organizations
including Fair Food Network, from April 2017 to June 2020, and the Institute for Healthcare Improvement, from September 2011 to
December 2018. During Dr. Snyderman’s tenure as a medical journalist at NBC News and ABC News, she and her reporting teams
received Emmy Awards, Edward R. Murrow Awards, a Columbia University DuPont Award, and a Gracie Award. Dr. Snyderman is a fellow
in the American College of Surgeons. She attended medical school at the University of Nebraska and completed residencies in Pediatrics
and Otolaryngology-Head and Neck Surgery at the University of Pittsburgh. We believe that Dr. Snyderman’s significant experience
in the healthcare industry, including her experience as a board member at public life science companies, renders her qualified
to serve as one of our directors.
Number
and Terms of Office of Officers and Directors
Upon
the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will
consist of five members. Our board of directors is divided into three classes, with only one class of directors being elected
in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving
a three-year term. The term of office of the first class of directors, consisting of R. Mark Lubbers and Dr. F. John Mills, will
expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Travis
A. Morgan and Dr. Nancy L. Snyderman, will expire at our second annual meeting of shareholders. The term of office of the third
class of directors, consisting of Bradley A. Bostic, will expire at our third annual meeting of shareholders.
Approval
of our initial business combination will require the affirmative vote of a majority of our board directors, which must include
a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial
business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors
present and voting at the meeting of our board of directors, or by holders of a majority of the outstanding shares of our common
stock.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.
Our bylaws will provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial
Officer, a Secretary and such other officers (including without limitation, a President, Vice Presidents, Assistant Secretaries,
and a Treasurer) as our board of directors from time to time may determine.
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that R. Mark Lubbers, Dr. F. John Mills
and Dr. Nancy L. Snyderman are “independent directors” as defined in the Nasdaq listing standards and applicable SEC
rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive
Officer and Director Compensation
None
of our officers or directors have received any compensation for services rendered to us. Our founders, officers, directors and
their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf
such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made by us to our sponsors, officers, directors or our or any of their
respective affiliates.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid
consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders,
to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection
with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials
are distributed, because the directors of the post-combination business will be responsible for determining executive officer
and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination
will be determined by a compensation committee constituted solely by independent directors.
We
are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The
existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying
or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation
of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
Committees
of the Board of Directors
Upon
the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three
standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of
which will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange
Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq
require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will
operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described
below. The charter of each committee will be available on our website following the closing of this offering.
Audit
Committee
Upon
the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of
the board of directors. The members of our audit committee will be R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman.
R. Mark Lubbers will serve as chair of the audit committee. We expect our audit committee to have three “independent directors”
within one year of the effective date of the registration statement of which this prospectus forms a part.
Each
member of the audit committee is financially literate and our board of directors has determined that R. Mark Lubbers qualifies
as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial
management expertise.
We
will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including:
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assisting
board oversight of (1) the integrity of our financial statements, (2) our compliance
with legal and regulatory requirements, (3) our independent auditor’s qualifications
and independence, and (4) the performance of our internal audit function and independent
auditors;
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the
appointment, compensation, retention, replacement, and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us;
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pre-approving
all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies
and procedures;
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reviewing
and discussing with the independent auditors all relationships the auditors have with
us in order to evaluate their continued independence;
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setting
clear hiring policies for employees or former employees of the independent auditors;
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setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining
and reviewing a report, at least annually, from the independent auditors describing (1)
the independent auditor’s internal quality-control procedures and (2) any material
issues raised by the most recent internal quality-control review, or peer review, of
the audit firm, or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years respecting one or more independent audits carried out
by the firm and any steps taken to deal with such issues;
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meeting
to review and discuss our annual audited financial statements and quarterly financial
statements with management and the independent auditor, including reviewing our specific
disclosures under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”;
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reviewing
and approving any related party transaction required to be disclosed pursuant to Item
404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
and
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reviewing
with management, the independent auditors, and our legal advisors, as appropriate, any
legal, regulatory or compliance matters, including any correspondence with regulators
or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant
changes in accounting standards or rules promulgated by the Financial Accounting Standards
Board, the SEC or other regulatory authorities.
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Compensation
Committee
Upon
the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee
of the board of directors. The members of our compensation committee will be R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy
L. Snyderman. Dr. F. John Mills will serve as chair of the compensation committee.
We
will adopt a compensation committee charter, which will detail the purpose and responsibilities of the compensation committee,
including:
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reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officer’s compensation, evaluating our Chief Executive Officer’s
performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer based on such evaluation;
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reviewing
and making recommendations to our board of directors with respect to the compensation,
and any incentive-compensation and equity-based plans that are subject to board approval
of all of our other officers;
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reviewing
our executive compensation policies and plans;
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implementing
and administering our incentive compensation equity-based remuneration plans;
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assisting
management in complying with our proxy statement and annual report disclosure requirements;
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approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our officers and employees;
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producing
a report on executive compensation to be included in our annual proxy statement; and
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reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The
charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and
oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external
legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including
the factors required by Nasdaq and the SEC.
Nominating
and Corporate Governance Committee
Upon
the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate
governance committee of the board of directors. The members of our nominating and corporate governance committee will be R. Mark
Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman. Dr. Nancy L. Snyderman will serve as chair of the nominating and corporate
governance committee.
We
will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the
nominating and corporate governance committee, including:
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identifying,
screening and reviewing individuals qualified to serve as directors, consistent with
criteria approved by the board, and recommending to the board director candidates for
nomination for election at the annual meeting of stockholders or to fill vacancies on
the board of directors;
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developing
and recommending to the board of directors and overseeing implementation of our corporate
governance guidelines;
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coordinating
and overseeing the annual self-evaluation of the board of directors, its committees,
individual directors and management in the governance of the company; and
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reviewing
on a regular basis our overall corporate governance and recommending improvements as
and when necessary.
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The
charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain
the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for
approving the search firm’s fees and other retention terms.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors
to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and
the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public
shares will not have the right to recommend director candidates for nomination to our board of directors.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors
to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and
the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public
shares will not have the right to recommend director candidates for nomination to our board of directors.
Code
of Ethics
Prior
to the closing of this offering, we will adopt a code of ethics and business conduct (our “Code of Ethics”) applicable
to our directors, officers and employees. We have filed a copy of our form of our Code of Ethics as an exhibit to the registration
statement of which this prospectus forms a part. You will be able to review this document by accessing our public filings at the
SEC’s website at www.sec.gov and on our website. In addition, a copy of our Code of Ethics will be provided without
charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K. Please see “Where You Can Find Additional Information.”
Conflicts
of Interest
Our
officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business
combination opportunity to such entities. Additionally, our officers and directors may in the future become affiliated with entities
that are engaged in a similar business, including other blank check companies that may have acquisition objectives that are similar
to our company. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is
suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she will
honor these obligations and duties to present such business combination opportunity to such entities first, and only present it
to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not
be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.
We
do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially
affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide
that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly
offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are
legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Potential
investors should also be aware of the following other potential conflicts of interest:
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None
of our officers or directors is required to commit his or her full time to our affairs
and, accordingly, may have conflicts of interest in allocating his or her time among
various business activities.
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In
the course of their other business activities, our officers and directors may become
aware of investment and business opportunities which may be appropriate for presentation
to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity
should be presented. Please see “— Directors and Executive Officers”
for a description of our management’s other affiliations.
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Our initial stockholders, officers and directors and the anchor investors
have agreed to waive their redemption rights with respect to any founder shares and, except in the case of the anchor investors,
any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial
stockholders, officers and directors and the anchor investors have agreed to waive their redemption rights with respect to any founder
shares and, except in the case of the anchor investors, any public shares held by them if we fail to consummate our initial business
combination within 15 months after the closing of this offering or during any Extension Period. However, if our initial stockholders
or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination
within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the
proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public
shares, and the private placement warrants will expire worthless.
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With
certain limited exceptions, the founder shares will not be transferable, assignable or
salable by our initial stockholders until the earlier of: (1) one year after the completion
of our initial business combination; and (2) subsequent to our initial business combination,
(x) the date on which we consummate a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of our public stockholders having the
right to exchange their shares of common stock for cash, securities or other property
and (y) if the last reported sale price of our 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 after
our initial business combination. With certain limited exceptions, the private placement
warrants (including the shares of common stock issuable upon exercise of the private
placement warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination. Since our initial stockholders, officers
and directors will directly or indirectly own our securities following this offering,
our officers and directors may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business
combination.
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Our
key personnel may negotiate employment or consulting agreements with a target business
in connection with a particular business combination. These agreements may provide for
them to receive compensation following our initial business combination and as a result,
may cause them to have conflicts of interest in determining whether to proceed with a
particular business combination.
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Our
key personnel may have a conflict of interest with respect to evaluating a particular
business combination if the retention or resignation of any such key personnel was included
by a target business as a condition to any agreement with respect to our initial business
combination.
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The
conflicts described above may not be resolved in our favor.
In general, under the “doctrine of
corporate opportunity,” officers and directors of a corporation incorporated under the laws of the State of Delaware are required
to present business opportunities to a corporation if:
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the
corporation could financially undertake the opportunity;
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the
opportunity is within the corporation’s line of business; and
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it
would not be fair to the corporation and its stockholders for the opportunity not to
be brought to the attention of the corporation.
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Accordingly,
as a result of multiple business affiliations, our officers and directors have similar legal obligations and duties relating to
presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated
certificate of incorporation will provide that the doctrine of corporate opportunity will not apply with respect to any of our
officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual
obligations they may have, and there will not be any expectancy that any of our directors or officers will offer any such corporate
opportunity of which he or she may become aware to us. Below is a table summarizing the entities to which our officers and directors
currently have fiduciary duties or contractual obligations that may present a conflict of interest:
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Name
of Individual
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Entity
Name
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Entity’s
Business
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Affiliation
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Bradley A. Bostic
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hc1.com, Inc.
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Precision Healthcare Software
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Founder, Chairman and Chief Executive Officer
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BEA Holdings & Consulting
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Management Consulting and Investment Firm
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Sole Managing Member
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Health Cloud Capital Fund I, LP
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Private Equity Fund
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Managing Director, Partner
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HC Capital GP, LLC
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Private Equity Fund General Partner
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Managing Director, Member
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MB Equity, LLC
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Venture Capital and Private Equity Management
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Managing Director, Member
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BEA Holdings II, LLC
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Investment Holding Company
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Manager, Member
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BEA Holdings III, LLC
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Investment Holding Company
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Manager
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BEA Holdings IV, LLC
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Investment Holding Company
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Manager
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b2 Holdings, LLC
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Investment Holding Company
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Manager
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Travis A. Morgan
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Caravel Ventures, LLC
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Private Equity Sponsor
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Managing Director and Chief Financial Officer, Member
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Animated Dynamics, Inc.
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Precision Diagnostics Research and Development
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President and Chief Operating Officer, Director,
Shareholder
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Health Cloud Capital Fund I, LP
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Private Equity Fund
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Managing Director and Chief Financial Officer, Partner
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HC Capital GP, LLC
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Private Equity Fund General Partner
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Managing Director and Chief Financial Officer, Member
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m2 Enterprises Holdings, LLC
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Management Consulting Firm
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President, Manager, Member
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hc1.com, Inc.
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Precision Healthcare Software
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Finance and Strategy Consultant, Board Observer,
Shareholder
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MB Equity, LLC
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Venture Capital and Private Equity Management
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Managing Director, Member
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BEA Holdings II, LLC
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Investment Holding Company
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Manager, Member
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BEA Holdings III, LLC
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Investment Holding Company
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Manager
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BEA Holdings IV, LLC
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Investment Holding Company
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Manager
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R. Mark Lubbers
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Spruance LLC
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Holding Company
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Managing Member
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ZahlenK-12, LLC
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Holding Company
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Chief Executive Officer and Executive Chairman
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Dr. F. John Mills
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hc1.com, Inc.
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Precision Healthcare Software
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Board Member
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Alimentiv Inc.
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Gastrointestinal Drug Research and Development
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Board Member
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Dr. Nancy L. Snyderman
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Axonics Modulation Technologies, Inc.
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Medical Devices
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Board Member
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Alkermes Public Limited Company
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Biopharmaceuticals
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Board Member
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Lyra Therapeutics, Inc.
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Therapeutics
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Board Member
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We
are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsors, officers
or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsors,
officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent
investment banking firm or from another entity that commonly renders valuation opinions, that such initial business combination
is fair to our company from a financial point of view.
In
addition, our initial stockholders or any of their affiliates may make additional investments in the company in connection with
the initial business combination, although, our initial stockholders and their affiliates have no obligation or current intention
to do so. If our initial stockholders or any of their affiliates elects to make additional investments, such proposed investments
could influence our initial stockholders’ motivation to complete an initial business combination.
In the event that we submit
our initial business combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed
to vote any founder shares and any public shares held by them in favor of our initial business combination, and our officers and directors
have also agreed to vote public shares purchased by them (if any) during or after this offering in favor of our initial business combination.
Limitation
on Liability and Indemnification of Officers and Directors
Our
amended and restated certificate of incorporation will provide that our officers and directors will be indemnified by us to the
fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated
certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us or our stockholders
for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is
not permitted by the DGCL.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to maintain insurance on behalf
of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would
permit such indemnification. We will obtain a policy of directors’ and officers’ liability insurance that insures
our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures
us against our obligations to indemnify our officers and directors.
A
stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against
officers and directors pursuant to these indemnification provisions.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus,
and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase
of units in this offering, by:
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•
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each
person known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock;
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•
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each
of our executive officers and directors; and
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•
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all
our executive officers and directors as a group.
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Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants because these warrants
are not exercisable within 60 days of the date of this prospectus and no transfer of founder shares to anchor investors.
The
post-offering ownership percentage column below assumes that the underwriters do not exercise their over-allotment option, that our founders
forfeit an aggregate of 750,000 founder shares and that there are 25,000,000 shares of our common stock issued and outstanding after
this offering.
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Prior to Offering
Approximate
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After Offering
Approximate
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Number
of
Shares
Beneficially
Owned(2)
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Percentage of
Shares
Beneficially
Owned (%)
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Number
of
Shares
Beneficially
Owned(2)
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Percentage of
Outstanding Common
Stock(%)
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Name and Address of Beneficial
Owner(1)
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Future Health ESG Associates 1, LLC(2)
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3,018,750
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52.5
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2,625,000
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10.5
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BEA Holdings, LLC(3)
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562,781
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9.8
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489,375
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2.0
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m2 Enterprises Holdings, LLC(4)
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562,781
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9.8
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489,375
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2.0
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hc1.com, Inc.
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129,374
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2.3
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112,499
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*
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MB Equity, LLC(5)
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1,437,500
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25.0
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1,250,000
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5.0
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Bradley A. Bostic(2)(3)(6)(7)
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5,019,031
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87.3
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4,364,375
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17.5
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Travis A. Morgan(2)(4)(6)(8)
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5,019,031
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87.3
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4,364,375
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17.5
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R. Mark Lubbers
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12,938
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*
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11,250
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*
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Dr. F. John Mills
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12,938
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*
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11,250
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*
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Dr. Nancy L. Snyderman
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12,938
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*
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11,250
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*
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All directors and executive officers as a
group (five individuals)
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5,750,000
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100.0
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5,000,000
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20.0
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(1)
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Unless otherwise noted, the business address of each of the following entities or individuals is c/o Future Health ESG Corp., 8 The Green, Suite #12081, Dover, DE 19901.
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(2)
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Messrs. Bostic and Morgan are the managers of Future Health ESG Associates 1, LLC. The shares beneficially owned by Future Health ESG Associates 1, LLC may also be deemed beneficially owned by Messrs. Bostic and Morgan.
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(3)
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Mr.
Bostic is the sole manager of BEA Holdings, LLC and Chief Executive Officer and Chairman of hc1.com, Inc. Includes
up to 614,899 founder shares which may be transferred to anchor investors.
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(4)
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Mr. Morgan is the sole manager of m2 Enterprises
Holdings, LLC.
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(5)
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Includes
up to 1,229,798 founder shares which may be transferred to anchor investors.
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(6)
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Includes shares of common stock held by Future
Health ESG Associates 1, LLC.
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(7)
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Includes shares of common stock held by BEA Holdings,
LLC and hc1.com, Inc.
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(8)
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Includes shares of common stock held by m2 Enterprises
Holdings, LLC.
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Upon
the completion of this offering, our initial stockholders will beneficially own 20.0% of the then issued and outstanding shares
of our common stock (assuming our initial stockholders do not purchase any units in this offering). As a result of holding substantially
all of the founder shares, our initial stockholders, together, and our initial stockholders acting alone, will have the right,
prior to our initial business combination, to elect all of our directors and remove any director for any reason. In addition,
because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring
approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant
corporate transactions. If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution
back to capital or other appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation
of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of our
common stock upon the consummation of this offering (not including the shares of common stock issuable upon exercise of the private
placement warrants).
Our initial stockholders have committed to
purchase an aggregate of 6,375,000 (or 6,975,000 if the underwriters’ over-allotment option is exercised in full) private placement
warrants at a price of $1.00 per warrant ($6,375,000 in the aggregate or $6,975,000 in the aggregate if the underwriters’ over-allotment
option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. In addition, Cantor
Fitzgerald & Co. has committed to purchase an aggregate of 1,000,000 private placement warrants (or 1,150,000 private placement warrants
if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant ($1,000,000 in the aggregate,
or $1,150,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will
close simultaneously with the closing of this offering.
Our
sponsors, officers and directors are each deemed to be our “promoter” as such term is defined under the federal securities
laws. Please see “Certain Relationships and Related Party Transactions” for additional information regarding our relationships
with our promoters.
Expressions of Interest
Twelve anchor investors, none of whom is
affiliated with any member of our management team, have expressed interest to purchase an aggregate of 19,480,000 of the units to be
sold in this offering. We have instructed the underwriters to allocate units to the anchor investors pursuant to their respective expressions
of interest, however, there is no guarantee that any or all anchor investors will participate in the offering, or as to the amount of
such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. Further,
each anchor investor that purchases units in this offering will purchase a pro-rata portion of 1,229,798 founder shares from MB Equity,
LLC, an affiliate of Bradley Bostic, our Chief Executive Officer and a director, and Travis Morgan, our Chief Financial Officer and a
director, at a price of $0.0058 per share. In the event the total number of units sold in this offering is reduced, there shall be a
corresponding reduction in the number of units and founder shares each anchor investor will acquire.
The anchor investors are not required to (i)
other than as described above, hold any units, shares of common stock or warrants they may purchase in this offering or thereafter for
any amount of time, (ii) vote any shares of common stock they may own at the applicable time in favor
of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial
business combination.
There can be no assurance that the anchor investors
will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon
the consummation of our initial business combination. In the event that the anchor investors purchase such units (either in this offering
or after) and vote in favor of our initial business combination, it is possible that no votes from other public shareholders would be
required to approve our initial business combination, depending on the number of shares that are present at the meeting to approve such
transaction. As a result of the founder shares that the anchor investors may hold, they may have different interests with respect to a
vote on an initial business combination than other public stockholders.
Transfers
of Founder Shares and Private Placement Warrants
The founder shares and the private placement
warrants (including the shares of common stock issuable upon exercise thereof) are each subject to transfer restrictions pursuant to
lock-up provisions in the letter agreement with us to be entered into by our initial stockholders and the anchor investors. Those lock-up
provisions provide that such securities are not transferable or salable (1) in the case of the founder shares, until the earlier of (A)
one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) the date
on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our 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 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 after our initial business combination, and (2) in
the case of the private placement warrants (including the shares of common stock issuable upon exercise thereof), until 30 days after
the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members
of any of our officers or directors, any affiliates of our initial stockholders, (b) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue
of the laws of Delaware or any of our initial stockholders’ limited liability company or partnership agreements, as amended, upon
dissolution of an initial stockholder; or (h) in the event of our completion of a liquidation, merger, stock exchange, reorganization
or other similar transaction which results in all of our public stockholders having the right to exchange their shares of common stock
for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the
case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions and the other applicable restrictions contained in the letter agreement. In addition, Cantor Fitzgerald & Co. has agreed
that it shall have the right to exercise the private placement warrants included in the private placement units 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). The private placement warrants are not exchangeable
for warrants included in the units. The terms of the private placement warrants will not be affected by a sale or other transfer thereof.
The private placement warrants will not become public warrants upon a transfer or otherwise and, consequently, will not be salable in
the public market.
Registration
Rights
The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of working capital loans) will be entitled to
registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring
us to register the founder shares and shares of common stock issuable upon exercise of the private placement warrants and any warrants
issuable upon conversion of working capital loans for resale. The holders of these shares will be entitled to make up to three demands,
excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the costs and
expenses of filing any such registration statements.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In March 2021, BEA Holdings, LLC, an affiliate
of Bradley A. Bostic, our Chairman and Chief Executive Officer; m2 Enterprises Holdings, LLC, an affiliate of Travis A. Morgan, our Chief
Financial Officer and a member of our Board of Directors; and Future Health ESG Associates 1, LLC, of which Messrs. Bostic and Morgan
are the managers, purchased an aggregate of 4,312,500 founder shares for a capital contribution of $25,000. On March 23, 2021, Future
Health ESG Associates 1, LLC transferred an aggregate of 168,188 founder shares, of which 129,374 shares were transferred to hc1.com,
Inc., an affiliate of Messrs. Bostic and Morgan; and 12,938 shares were transferred to each of R. Mark Lubbers, Dr. F. John Mills and
Dr. Nancy L. Snyderman, our directors. On July 16, 2021, MB Equity, LLC, an affiliate of Messrs. Bostic and Morgan, purchased 1,437,500
additional founder shares for a purchase price of $8,333.
The number of founder shares issued was determined
based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of this
offering (not including the shares of common stock issuable upon exercise of the private placement warrants). Up to 750,000 founder shares
are subject to forfeiture by our founders depending on the extent to which the underwriters’ over-allotment option is exercised.
Twelve anchor investors, none of whom is affiliated
with any member of our management team, have expressed interest to purchase an aggregate of 19,480,000 of the units to be sold in this
offering. We have instructed the underwriters to allocate units to the anchor investors pursuant to their respective expressions of interest,
however, there is no guarantee that any or all anchor investors will participate in the offering, or as to the amount of such units the
anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. Further, each anchor investor
that purchases units in this offering will purchase a pro-rata portion of 1,229,798 founder shares from MB Equity, LLC, an affiliate
of Bradley Bostic, our Chief Executive Officer and a director, and Travis Morgan, our Chief Financial Officer and a director, at a price
of $0.0058 per share. In the event the total number of units sold in this offering is reduced, there shall be a corresponding reduction
in the number of units and founder shares each anchor investor will acquire.
There can be no assurance
that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain,
if any, prior to or upon the consummation of our initial business combination. In the event that the anchor investors purchase such units
(either in this offering or after) and vote in favor of our initial business combination, it is possible that no votes from other public
shareholders would be required to approve our initial business combination, depending on the number of shares that are present at the
meeting to approve such transaction. As a result of the founder shares that the anchor investors may hold, they may have different interests
with respect to a vote on an initial business combination than other public stockholders.
Our initial stockholders have committed to
purchase an aggregate of 6,375,000 (or 6,975,000 if the underwriters’ over-allotment option is exercised in full) private placement
warrants for a purchase price of $1.00 per warrant in a private placement that will occur simultaneously with the closing of this offering.
As such, our initial stockholders’ interest in this transaction is valued at between $56,375,000 and $64,475,000, depending on
the number of private placement warrants purchased (based on assumed values of the common stock of $10.00 per share and $1.00 per warrant).
As
described in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations
or duties, he or she will honor these obligations and duties to present such business combination opportunity to such entities
first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to
us. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take
priority over their duties to us.
Our
founders, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in
connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsors, officers, directors
or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There
is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds on a non-interest bearing basis
as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that our initial 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 issued to our founders. The loans will be non-interest bearing. The other terms
of such loans by our founders, officers and directors and their affiliates, if any, have not been determined and no written agreements
exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from parties other
than our founders, an affiliate of our founders, officers and directors and their affiliates, if any, as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
After
our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other
fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer
and director compensation.
We have entered into a letter agreement with
our initial stockholders, officers and directors and a separate agreement with the anchor investors pursuant to which (x) our initial
stockholders, officers and directors and the anchor investors have agreed to waive: (1) their redemption rights with respect to any founder
shares and, except in the case of the anchor investors, public shares held by them, as applicable, in connection with the completion
of our initial business combination; (2) their redemption rights with respect to any founder shares and, except in the case of the anchor
investors, public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemption rights as described in this prospectus or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3)
their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete
our initial business combination within 15 months from the closing of this offering or during any Extension Period (although they will
be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our
initial business combination within the prescribed time frame), and (y) the founder shares are subject to certain transfer restrictions,
as described under “Description of Securities — Founder Shares.”
We have entered into a registration rights
agreement with respect to the founder shares and shares of common stock issuable upon exercise of private placement warrants and warrants
that may be issued upon conversion of working capital loans, which is described under the heading “Principal Stockholders —
Registration Rights.”
On March 4, 2021, Future Health ESG Associates
1, LLC agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. On August 24, 2021, Future Health
ESG Associates 1, LLC agreed to loan us up to an additional $50,000 to be used for a portion of the expenses of this offering. These
loans are non-interest bearing, unsecured and are due at the earlier of March 31, 2022 and the closing of this offering. If this offering
is completed, the loans will be repaid out of the $525,000 of offering proceeds that have been allocated for the payment of offering
expenses (other than underwriting commissions) not held in the trust account.
Related
Party Policy
We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the
transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.
Prior
to the consummation of this offering, we will adopt our Code of Ethics requiring us to avoid, wherever possible, all conflicts
of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board
of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will
include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving
the company. A form of the Code of Ethics that we plan to adopt prior to the consummation of this offering is filed as an exhibit
to the registration statement of which this prospectus forms a part.
In
addition, our audit committee, pursuant to a written charter that we will adopt prior to the consummation of this offering, will
be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative
vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in
order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum.
Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related
party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsors, officers
or directors, or our or any of their affiliates.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is
affiliated with any of our sponsors, officers or directors unless we, or a committee of independent and disinterested directors,
have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm
that our initial business combination is fair to our company from a financial point of view. There will be no finder’s fees,
reimbursements or cash payments made by us to our founders, officers or directors or our or any of their respective affiliates,
for services rendered to us prior to or in connection with the completion of our initial business combination, other than the
following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants
held in the trust account prior to the completion of our initial business combination:
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reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination; and
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repayment
of non-interest bearing loans which may be made by our founders, officers and directors
and their affiliates to finance transaction costs in connection with an intended initial
business combination. 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.
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These
payments may be funded using the net proceeds of this offering and the sale of the private placement warrants not held in the
trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust
account released to us in connection therewith.
DESCRIPTION
OF SECURITIES
Pursuant
to our amended and restated certificate of incorporation, which will be adopted prior to the closing of this offering, our authorized
capital stock will consist of 500,000,000 shares of common stock, $0.0001 par value and 5,000,000 shares of undesignated preferred
stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summary,
it may not contain all the information that is important to you.
Units
Each
unit offered in this offering has an offering price of $10.00 and consists of one share of common stock and one-half of one redeemable
warrant. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share,
subject to adjustment as described in this prospectus. This means that only a whole warrant may be exercised at any given time
by a warrant holder.
The common stock and warrants constituting
the units will begin separate trading on the 90th day following the date of this prospectus (or, if such date is not a business
day, the following business day) unless Cantor Fitzgerald & Co. informs us of its decision to allow earlier separate trading, subject
to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading
will begin. Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold
units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order
to separate the units into shares of common stock and warrants. Additionally, the units will automatically separate into their component
parts and will not be traded after completion of our initial business combination. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchased two units, you will not be able to receive a whole
warrant.
In
no event will the common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K
which includes an audited balance sheet of our company reflecting our receipt of the gross proceeds at the closing of this offering.
We will file the Current Report on Form 8-K that includes this audited balance sheet promptly after the closing of this offering.
If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K,
a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise
of the underwriters’ over-allotment option.
Common
Stock
Upon the closing of this offering, 25,000,000
shares of our common stock will be outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding
forfeiture of 750,000 founder shares by our founders), including:
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20,000,000 shares
of our common stock underlying the units being offered in this offering; and
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5,000,000 shares
of common stock held by our initial stockholders.
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If
we increase or decrease the size of this offering, we will effect a stock dividend or share contribution back to capital or other
appropriate mechanism, as applicable, with respect to our common stock immediately prior to the consummation of this offering
in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of our common stock upon
the consummation of this offering (not including the shares of common stock issuable upon exercise of the private placement warrants).
Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified
in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules,
the affirmative vote of holders of a majority of the outstanding shares of our common stock that are voted is required to approve
any such matter voted on by our stockholders. Our board of directors will be divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more than 50% of the common stock voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared
by the board of directors out of funds legally available therefor.
Because
our amended and restated certificate of incorporation will authorize the issuance of up to 500,000,000 shares of common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of common stock which we are authorized to issue at the same time as our stockholders vote on the
business combination to the extent we seek stockholder approval in connection with our initial business combination.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our
first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an
annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which
requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our
initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL.
We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business
days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
is initially anticipated to be $10.05 per public share. The redemption rights will include the requirement that a beneficial owner must
identify itself in order to validly redeem its shares. Our initial stockholders, officers and directors have entered into a letter agreement
with us, and the anchor investors have entered into a separate agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares and, except in the case of the anchor investors, any public shares held by them in connection
with the completion of our initial business combination or certain amendments to our amended and restated certificate of incorporation.
Permitted transferees of our initial stockholders, officers or directors and the anchor investors will be subject to the same obligations.
Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even
when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable
law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant
to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and
file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of
incorporation will require these tender offer documents to contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval
of the transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or
other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination
only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such
meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing
a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the
participation of our founders, officers, directors or any of their respective affiliates in privately-negotiated transactions (as described
in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our
outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is
obtained. We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which
a vote shall be taken to approve our initial business combination. These quorum and voting thresholds and agreements may make it more
likely that we will consummate our initial business combination.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide 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 Exchange Act), will be restricted from redeeming its
shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Our public stockholders’ inability to redeem Excess Shares will reduce their
influence over our ability to complete our initial business combination and they could suffer a material loss on their investment
in us if they sell Excess Shares in open market transactions. Additionally, such stockholders will not receive redemption distributions
with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to
hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market
transactions, potentially at a loss.
If we seek stockholder approval in connection with our initial business
combination, our initial stockholders, officers and directors have agreed (and their permitted transferees, as applicable, will agree)
to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to
the founder shares, we would need 7,500,001, or 37.5% (assuming all issued and outstanding shares are voted, the over-allotment option
is not exercised and the anchor investors vote their founder shares in favor of the initial business combination), or 1,250,001, or 6.25%
(assuming only the minimum number of shares representing a quorum are voted, the over-allotment option is not exercised and the anchor
investors vote their founder shares in favor of the initial business combination), of the 20,000,000 public shares sold in this offering
to be voted in favor of a transaction, in order to have such initial business combination approved. Additionally, each public stockholder
may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction.
Pursuant to our amended and restated certificate
of incorporation, if we have not completed our initial business combination within 15 months from the closing of this offering, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in the case of clauses (2) and (3) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our initial stockholders, officers and directors have entered into a letter agreement with us, and the anchor
investors have entered into a separate agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
15 months from the closing of this offering. However, if our founders or any of our officers, directors or any of their respective affiliates
then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.
In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders at such time
will be entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and
after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive
or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide
our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable), upon the completion of
our initial business combination, subject to the limitations described herein.
Founder
Shares
The founder shares are identical to the shares
of common stock included in the units being sold in this offering, except that: (1) our initial stockholders, officers and directors
have entered into a letter agreement with us, and the anchor investors have entered into a separate agreement with us, pursuant to which
they have agreed to waive: (a) their redemption rights with respect to any founder shares and, except in the case of the anchor investors,
any public shares held by them in connection with the completion of our initial business combination, (b) their redemption rights with
respect to any founder shares and, except in the case of the anchor investors, public shares held by them in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemption rights as described in this prospectus or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity; and (c) their rights to liquidating distributions from the trust account with respect
to any founder shares held by them if we fail to complete our initial business combination within 15 months from the closing of this
offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (2) the founder
shares are subject to certain transfer restrictions, as described in more detail below; and (3) the holders of founder shares are entitled
to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders,
officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public
shares held by them in favor of our initial business combination.
With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our initial stockholders, each of whom will be subject to the same transfer restrictions)
until the earlier of (A) one year after the completion of our initial business combination, (B) subsequent to our initial business
combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction
that results in all of our 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 our 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 after our initial business combination.
Preferred
Stock
Our
amended and restated certificate of incorporation will authorize 5,000,000 shares of preferred stock and will provide that shares
of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the
voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any
qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be
able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred
stock are being issued or registered in this offering.
Warrants
Public
Stockholders’ Warrants
Each
whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the date that is 30 days after the completion of our initial business combination, except
as described below. Pursuant to the warrant agreements, a warrant holder may exercise its warrants only for a whole number of shares
of common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. Accordingly, unless you purchase
at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We
will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable
upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject
to our satisfying our obligations described below with respect to registration. No public warrant will be exercisable for cash or on
a cashless basis, and we 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely
for the share of common stock underlying such unit.
We have agreed that as soon as practicable
after the closing of our initial business combination, we will use our best efforts to file with the SEC and to have declared effective
a post-effective amendment to this registration statement, or a new registration statement, covering the issuance of the shares of common
stock issuable upon exercise of the warrants 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.
Redemption
of warrants
Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private
placement warrants):
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in
whole and not in part;
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at
a price of $0.01 per warrant;
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upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
period, to each warrant holder; and
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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.
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If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. As a result, we may redeem warrants even if the
holders are otherwise unable to exercise their warrants.
We
have established the $18.00 per share (as adjusted) redemption criteria discussed above to prevent a redemption call unless there
is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and
we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled
redemption date. However, the price of the common stock may fall below the $18.00 redemption trigger price (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the
redemption notice is issued.
Redemption
Procedures and Cashless Exercise. If we call the warrants for redemption as described above under “— Redemption
of warrants,” our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis” (such option, the “Cashless Exercise Option”). In determining whether to require all holders to exercise their
warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants
that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon
the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of
shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” for this purpose shall mean the average last reported sale price of
the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of warrants. If our management takes advantage of this Cashless Exercise Option, the notice of redemption will contain
the information necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the
“fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued
and thereby lessen the dilutive effect of a warrant redemption. We believe this Cashless Exercise Option feature is an attractive option
to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for
redemption and our management does not take advantage of this Cashless Exercise Option, our initial stockholders and their permitted
transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula
described above that other warrant holders would have been required to use had management taken advantage of this Cashless Exercise Option,
as described in more detail below.
A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of common stock
outstanding immediately after giving effect to such exercise.
Anti-Dilution
Adjustments. If the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common
stock, or by a split-up of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase
in the outstanding shares of common stock.
In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of common stock on account of such shares of common stock (or other shares of our capital stock into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption
rights of the holders of common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights
of the holders of common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (I)
to modify the substance or timing of our obligation to allow redemption rights as described in this prospectus or (II) with respect to
any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the
redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be
decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities
or other assets paid on each share of common stock in respect of such event divided by all outstanding shares of our common stock at
such time.
If
the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased
in proportion to such decrease in outstanding shares of common stock.
Whenever
the number of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x)
the numerator of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately
prior to such adjustment, and (y) the denominator of which will be the number of shares of common stock so purchasable immediately
thereafter.
In
case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely
affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
In addition, if, in connection with an initial
business combination, (x) we issue 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 our board of directors
and, in the case of any such issuance to our initial stockholders or its affiliates, without taking into account any founder shares held
by our initial stockholders or their 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 our initial business combination on the date of the consummation of our initial business combination, and (z) the volume
weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which
we complete our initial 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 above under “Redemption of warrants” 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 public warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a
copy of the public warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus forms
a part, for a description of the terms and conditions applicable to the public warrants. The public warrant agreement provides that (a)
the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or curing,
correcting or supplementing any defective provision or (ii) adding or changing any other provisions with respect to matters or questions
arising under such warrant agreement as the parties to such warrant agreement may deem necessary or desirable and that the parties deem
to not adversely affect the interest of the registered holders of the public warrants and (b) all other modifications or amendments require
the vote or written consent of a majority of the then outstanding public warrants.
The
warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Private
Placement Warrants
The private placement warrants
are identical to the warrants sold in this offering except that, (1) the private placement warrants (including the shares of common stock
issuable upon exercise thereof) are subject to certain transfer restrictions (as described in more detail under “Principal Stockholders
— Transfers of Founder Shares and Private Placement Warrants”), and the holders thereof are entitled to certain registration
rights (as described in more detail under “Principal Stockholders — Registration Rights”); (2) will not be redeemable
by us; (3) the private placement warrants may be exercised by the holders on a cashless basis and (4) 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).
If holders of the private placement warrants
elect to exercise such warrants on a cashless basis, they would pay the exercise price by surrendering warrants for that number of shares
of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants,
multiplied by the excess of the “initial stockholders fair market value” (defined below) over the exercise price of the warrants
by (y) the initial stockholders fair market value. The “initial stockholders fair market value” shall mean the average last
reported sale price of the common stock for the 10 trading days ending on the trading day prior to the date of exercise. The reason that
we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether our initial
stockholders and their permitted transferees will be affiliated with us following a business combination. If they remain affiliated with
us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit
insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public stockholders who could exercise their warrants and sell the shares of common stock received upon such exercise freely in
the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds on a non-interest bearing
basis as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that our initial 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 to repay such loaned amounts. 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 issued to our initial stockholders.
The private placement warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should
review a copy of the private placement warrant agreement, which will be filed as an exhibit to the registration statement of which this
prospectus forms a part, for a description of the terms and conditions applicable to the private placement warrants. The private placement
warrant agreement provides that (a) the terms of the private placement warrants may be amended without the consent of any holder for
the purpose of (i) curing any ambiguity or curing, correcting or supplementing any defective provision or (ii) adding or changing any
other provisions with respect to matters or questions arising under such warrant agreement as the parties to such warrant agreement may
deem necessary or desirable and that the parties deem to not adversely affect the interest of the registered holders of the private placement
warrants and (b) all other modifications or amendments require the vote or written consent of a majority of the then outstanding private
placement warrants.
Dividends
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of
directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any
stock dividends in the foreseeable future, except if we increase the size of this offering, in which case we will effect a stock
dividend with respect to our common stock immediately prior to the consummation of this offering in such amount as to maintain
the number of founder shares at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering
(not including the shares of common stock issuable upon exercise of the private placement warrants).
Our
Transfer Agent and Warrant Agent
The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable
counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due
to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Our
Amended and Restated Certificate of Incorporation
Our
amended and restated certificate of incorporation will contain certain requirements and restrictions relating to this offering
that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the
approval of the holders of at least 50% of our outstanding common stock. Our initial stockholders who will beneficially own 20.0%
of our common stock upon the closing of this offering (assuming our initial stockholders do not purchase any units in this offering),
may participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote
in any manner they choose. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required
by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that
are voted is required to approve any such matter voted on by our stockholders. Specifically, our amended and restated certificate
of incorporation will provide, among other things, that:
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if
we have not completed our initial business combination within 15 months from the closing
of this offering, we will: (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than ten business days thereafter, 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 (which interest shall be net of taxes
payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in the case of clauses (2) and (3) to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law;
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prior
to our initial business combination, we may not issue additional shares of capital stock
that would entitle the holders thereof to: (1) receive funds from the trust account;
or (2) vote pursuant to our amended and restated certificate of incorporation on any
initial business combination;
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in
the event we seek to complete our initial business combination with a company that is
affiliated with our sponsors, officers or directors, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking
firm or another entity that commonly renders valuation opinions that such a business
combination is fair to our company from a financial point of view;
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if
a stockholder vote on our initial business combination is not required by applicable
law or stock exchange rules and we do not decide to hold a stockholder vote for business
or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC
prior to completing our initial business combination which contain substantially the
same financial and other information about our initial business combination and the redemption
rights as is required under Regulation 14A of the Exchange Act;
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our
initial business combination must be with one or more operating businesses or assets with
a fair market value equal to at least 80% of the net assets held in the trust account (excluding
the amount of any deferred underwriting discount and taxes payable on interest earned);
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if
our stockholders approve an amendment to our amended and restated certificate of incorporation
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(A)
to modify the substance or timing of our obligation to allow redemption rights as described in this prospectus or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our
public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable), divided by the number of then outstanding public shares; and
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we
will not effectuate our initial business combination solely with another blank check
company or a similar company with nominal operations.
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In
addition, our amended and restated certificate of incorporation will provide that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.
Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws
We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering.
This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”
with:
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a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as
an “interested stockholder”);
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an
affiliate of an interested stockholder; or
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an
associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder.
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A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of
Section 203 do not apply if:
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our
board of directors approves the transaction that made the stockholder an “interested
stockholder,” prior to the date of the transaction;
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after
the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of our voting stock outstanding at the
time the transaction commenced, other than statutorily excluded shares of common stock;
or
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on
or subsequent to the date of the transaction, the business combination is approved by
our board of directors and authorized at a meeting of our stockholders, and not by written
consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
not owned by the interested stockholder.
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Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Our
amended and restated certificate of incorporation will provide that our board of directors will be classified into three classes
of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy
contest at two or more annual stockholder meetings.
Exclusive
Forum For Certain Lawsuits
Our
amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive
forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of
a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim
for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director, officer or
employee of our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation
or our bylaws, or (4) action asserting a claim against us or any director, officer or employee of our company governed by the
internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does
not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is
vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) arising under the federal securities
laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware
shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not
apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America shall be the sole and exclusive forum. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision
may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. Furthermore, the
enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal
proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
Special
Meeting of Stockholders
Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our
chief executive officer or by our chairman, if any.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our
bylaws will provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates for election
as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.
In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance
notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received
at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual
proxy statement must comply with the notice periods contained therein. Our bylaws will also specify requirements as to the form
and content of a stockholder’s notice. Our bylaws will allow the chairman of the meeting at a meeting of the stockholders
to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business
at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer
from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence
or obtain control of us.
Securities
Eligible for Future Sale
Immediately after this offering we will have
25,000,000 (or 28,750,000 if the underwriters’ over-allotment option is exercised in full) shares of common stock outstanding.
Of these shares, the 20,000,000 shares (or 23,000,000 shares if the underwriters’ over-allotment option is exercised in full) sold
in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,000,000 (or 5,750,000
if the underwriters’ over-allotment option is exercised in full) founder shares and all 7,375,000 (or 8,125,000 if the underwriters’
over-allotment option is exercised in full) private placement warrants are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this prospectus.
Rule
144
Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would
be entitled to sell their securities provided that: (1) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding, a sale; and (2) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates
at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which
such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater
of:
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1% of the total number of
shares of common stock then outstanding, which will equal 250,000 shares immediately after this offering (or 287,500 if the underwriters
exercise their over-allotment option in full); or
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the
average weekly reported trading volume of the common stock during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.
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Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability
of current public information about us.
Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule
144 is not available for the resale of securities initially issued by shell companies (other than a business combination related
shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are met:
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the
issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act;
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the
issuer of the securities has filed all Exchange Act reports and material required to
be filed, as applicable, during the preceding 12 months (or such shorter period that
the issuer was required to file such reports and materials), other than Current Reports
on Form 8-K; and
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at
least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
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As
a result, our initial stockholders will be able to sell their founder shares and their private placement warrants, as applicable,
pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration
Rights
The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of working capital loans) will be entitled to
registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring
us to register the founder shares and the shares of common stock issuable upon exercise of the private placement warrants and any warrants
issued upon conversion of working capital loans for resale. The holders of these shares will be entitled to make up to three demands,
excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.. The demand and piggyback
registration rights being granted to Cantor Fitzgerald & Co. are subject to FINRA Rule 5110(g)(8). Accordingly, Cantor Fitzgerald
& Co. may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after
the effective date of the registration statement of which this prospectus forms a part and may not exercise demand rights on more than
one occasion. We will bear the costs and expenses of filing any such registration statements.
Listing
of Securities
We intend to apply to list our units,
common stock and warrants on Nasdaq under the symbols “FHLTU,” “FHLT” and “FHLTW,” respectively.
We expect that our units will be listed on Nasdaq on or promptly after the effective date of the registration statement of which
this prospectus forms a part. Following the date the shares of our common stock and warrants are eligible to trade separately,
we anticipate that the shares of our common stock and warrants will be listed separately and as a unit on Nasdaq. We cannot guarantee
that our securities will be approved for listing on Nasdaq.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of the U.S. federal income tax considerations generally applicable to the ownership and disposition
of our units, common stock and warrants, which we refer to collectively as our securities. This summary is based upon U.S. federal income
tax law as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect.
This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their
individual circumstances, including investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers,
tax-exempt organizations (including private foundations), taxpayers that have elected mark-to-market accounting, S corporations, regulated
investment companies, real estate investment trusts, investors that will hold common stock or warrants as part of a straddle, hedge,
conversion, or other integrated transaction for U.S. federal income tax purposes, or investors that have a functional currency other
than the U.S. dollar), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this
summary does not discuss other U.S. federal tax consequences (e.g., estate or gift tax), any state, local, or non-U.S. tax considerations
or the Medicare tax or alternative minimum tax. In addition, this summary is limited to investors that will hold our securities as “capital
assets” (generally, property held for investment) under the Internal Revenue Code of 1986, as amended, (the “Code”),
and that acquired the securities pursuant to this offering (or, in the case of common stock, upon exercise of warrants so acquired).
No ruling from the IRS has been or will be sought regarding any matter discussed herein. No assurance can be given that the IRS would
not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.
For
purposes of this summary, a “U.S. Holder” is a beneficial holder of securities who or that, for U.S. federal income
tax purposes is:
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an
individual who is a United States citizen or resident of the United States;
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a
corporation or other entity treated as a corporation for United States federal income
tax purposes created in, or organized under the laws of, the United States or any state
or political subdivision thereof;
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an
estate the income of which is includible in gross income for United States federal income
tax purposes regardless of its source; or
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a
trust (A) the administration of which is subject to the primary supervision of a United
States court and which has one or more United States persons (within the meaning of the
Code) who have the authority to control all substantial decisions of the trust or (B)
that has in effect a valid election under applicable Treasury regulations to be treated
as a United States person.
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A
“non-U.S. Holder” is a beneficial holder of shares who or that is neither a U.S. Holder nor a partnership for U.S.
federal income tax purposes.
If
a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our securities,
the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of
the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner,
member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our securities,
you are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.
THIS
DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE PROSPECTIVE
HOLDERS TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR
SECURITIES, AS WELL AS THE APPLICATION OF ANY, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.
Personal
Holding Company Status
We
could be subject to U.S. federal income tax at rates in excess of those generally applicable to corporations on a portion of our
income if we are determined to be a personal holding company, or PHC, for U.S. federal income tax purposes. A U.S. corporation
will generally be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (1) at any time during the
last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals
for this purpose certain entities such as certain tax-exempt organizations, pension funds, and charitable trusts) own or are deemed
to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (2) at least
60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable
year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under
certain circumstances, rents).
Depending
on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may
consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including
the members of our initial stockholders and certain tax-exempt organizations, pension funds, and charitable trusts, it is possible that
more than 50% of our stock will be owned or deemed owned (pursuant to the constructive ownership rules) by five or fewer such persons
during the last half of a taxable year. Thus, no assurance can be given that we will not become a PHC following this offering or in the
future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax, currently 20%, on our
undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.
General
Treatment of Units
There
is no authority directly addressing the treatment, for U.S. federal income tax purposes, of instruments with terms substantially
the same as the units and, therefore, their treatment is not entirely clear. The acquisition of a unit should be treated for U.S.
federal income tax purposes as the acquisition of one share of our common stock and one-half of one redeemable warrant to acquire
one share of our common stock. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you agree
to adopt such treatment for tax purposes. Each holder of a unit must allocate the purchase price paid by such holder for such
unit between the share of common stock and the warrant based on their respective relative fair market values. A holder’s
initial tax basis in the common stock and the warrant included in each unit should equal the portion of the purchase price of
the unit allocated thereto. The separation of the common stock and warrant constituting a unit should not be a taxable event for
U.S. federal income tax purposes.
The
foregoing treatment of the units and a holder’s purchase price allocation are not binding on the IRS or the courts. Because
there is no authority that directly addresses instruments that are similar to the units, no assurance can be given that the IRS
or the courts will agree with the characterization described above or the discussion below. Each prospective investor is urged
to consult its tax advisors regarding the U.S. federal, state, local and any foreign tax consequences of an investment in a unit
(including alternative characterizations of a unit and its components). The following discussion is based on the assumption that
the characterization of the common stock and warrants and the allocation described above are respected for U.S. federal income
tax purposes.
U.S.
Holders
Taxation
of Distributions
If
we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock)
to U.S. Holders of shares of our common stock, such distributions will constitute dividends for U.S. federal income tax purposes
to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied
against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will
be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “—
U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock” below.
Dividends
we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment
interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate
U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded
to long-term capital gains. It is unclear whether the redemption rights with respect to the common stock described in this prospectus
may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction
or the preferential tax rate on qualified dividend income, as the case may be.
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock
A U.S. Holder will recognize gain or loss
on the sale, taxable exchange or other taxable disposition (which would include a dissolution and liquidation in the event we do not
complete an initial business combination within 15 months from the closing of this offering) of our common stock. Any such gain or loss
will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock
so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the common stock described in
this prospectus may suspend the running of the applicable holding period for this purpose. The amount of gain or loss recognized will
generally be equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in
such disposition (or, if the common stock is held as part of a unit at the time of the disposition, the portion of the amount realized
on such disposition that is allocated to the common stock based upon the then fair market values of the common stock and the warrant
included in the unit) and (2) the U.S. Holder’s adjusted tax basis in its common stock so disposed of. A U.S. Holder’s adjusted
tax basis in its common stock will generally equal the U.S. Holder’s acquisition cost (that is, as discussed above, the portion
of the purchase price of a unit allocated to a share of common stock or, as discussed below, the U.S. Holder’s initial basis for
common stock received upon exercise of a warrant) less any prior distributions treated as a return of capital. The deductibility of capital
losses is subject to limitations.
Redemption
of Common Stock
In
the event that a U.S. Holder’s common stock is redeemed pursuant to the redemption provisions described in this prospectus
under “Description of Securities — Common Stock” or if we purchase a U.S. Holder’s common stock in an
open market transaction (each of which we refer to as a “redemption”), the treatment of the transaction for U.S. federal
income tax purposes will depend on whether the redemption qualifies as sale of the common stock under Section 302 of the Code.
If the redemption qualifies as a sale of common stock under the tests described below, the tax consequences to the U.S. Holder
will be the same as described under “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stock” above. If the redemption does not qualify as a sale of common stock, the U.S. Holder will be
treated as receiving a corporate distribution, the tax consequences of which are described above under “— U.S. Holders
— Taxation of Distributions”. Whether the redemption qualifies for sale treatment will depend primarily on the total
number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder
as a result of owning warrants) both before and after the redemption. The redemption of common stock will generally be treated
as a sale of the common stock (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate”
with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in us
or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more
fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by
the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition
to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that
have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which
would generally include common stock which could be acquired pursuant to the exercise of the warrants. A redemption of a U.S.
Holder’s stock will be substantially disproportionate with respect to the U.S. Holder if the percentage of our outstanding
voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of common stock is, among
other requirements, less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S.
Holder immediately before the redemption. Prior to our initial business combination, the common stock may not be treated as voting
stock for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete
termination of a U.S. Holder’s interest if either (1) all of the shares of our stock actually and constructively owned by
the U.S. Holder are redeemed or (2) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S.
Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain
family members and the U.S. Holder does not constructively own any other stock (including any stock constructively owned by the
U.S. Holder as a result of owning warrants). The redemption of the common stock will not be essentially equivalent to a dividend
if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether
the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the
particular facts and circumstances. The IRS has indicated in a published ruling that even a small reduction in the proportionate
interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute
such a “meaningful reduction.” U.S. holders should also be aware that substantially contemporaneous dispositions or
acquisitions of our shares of common stock that are part of a plan viewed as an integrated transaction with the redemption may
be taken into account in determining whether any of the tests described above are satisfied. A U.S. Holder is urged to consult
its tax advisors as to the tax consequences of a redemption, including the application of the constructive ownership rules described
above.
If
none of the foregoing tests is satisfied, the redemption will be treated as a corporate distribution, the tax consequences of
which are described under “— U.S. Holders — Taxation of Distributions,” above. After the application of
those rules, any remaining tax basis of the U.S. Holder in the redeemed common stock should be added to the U.S. Holder’s
adjusted tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or
possibly in other stock constructively owned by it.
Exercise
of a Warrant
Except
as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder will not recognize gain or loss upon the
exercise of a warrant. The U.S. Holder’s tax basis in the share of our common stock received upon exercise of the warrant
will generally be an amount equal to the sum of the U.S. Holder’s initial investment in the warrant (i.e., the portion of
the U.S. Holder’s purchase price for a unit that is allocated to the warrant, as described above under “— General
Treatment of Units”) and the exercise price of such warrant. It is unclear whether a U.S. Holder’s holding period
for the common stock received upon exercise of the warrant would commence on the date of exercise of the warrant or the day following
the date of exercise of the warrant; however, in either case the holding period will not include the period during which the U.S.
Holder held the warrants.
The
tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be nontaxable,
either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal
income tax purposes. In either situation, a U.S. Holder’s tax basis in the common stock received would generally equal the
holder’s tax basis in the warrant. If the cashless exercise were treated as not being a realization event, it is unclear
whether a U.S. Holder’s holding period for the common stock would commence on the date of exercise of the warrant or the
day following the date of exercise of the warrant. If, however, the cashless exercise were treated as a recapitalization, the
holding period of the common stock would include the holding period of the warrant.
It
is also possible that a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss is
recognized. In such event, a U.S. Holder would be deemed to have surrendered a number of warrants having a value equal to the
exercise price. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market
value of the common stock represented by the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants
deemed surrendered. In this case, a U.S. Holder’s tax basis in the common stock received would equal the sum of the U.S.
Holder’s initial investment in the warrants exercised (i.e., the portion of the U.S. Holder’s purchase price for the
units that is allocated to the warrant, as described above under “ — General Treatment of Units”) and the exercise
price of such warrants. It is unclear whether a U.S. Holder’s holding period for the common stock would commence on the
date of exercise of the warrant or the day following the date of exercise of the warrant.
Due
to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s
holding period would commence with respect to the common stock received, there can be no assurance which, if any, of the alternative
tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders
are urged to consult their tax advisors regarding the tax consequences of a cashless exercise.
Sale,
Exchange, Redemption or Expiration of a Warrant
Upon
a sale, exchange (other than by exercise), redemption (other than a redemption for common stock), or expiration of a warrant,
a U.S. Holder will recognize taxable gain or loss in an amount equal to the difference between (1) the amount realized upon such
disposition or expiration (or, if the warrant is held as part of a unit at the time of the disposition of the unit, the portion
of the amount realized on such disposition that is allocated to the warrant based on the then fair market values of the warrant
and the common stock constituting such unit) and (2) the U.S. Holder’s tax basis in the warrant (that is, the portion of
the U.S. Holder’s purchase price for a unit that is allocated to the warrant, as described above under “— General
Treatment of Units”). Such gain or loss will generally be treated as long-term capital gain or loss if the warrant is held
by the U.S. Holder for more than one year at the time of such disposition or expiration. If a warrant is allowed to lapse unexercised,
a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant. The deductibility
of capital losses is subject to certain limitations.
If
we give notice of an intention to redeem warrants for $0.10 as described in the section of this prospectus entitled “Description
of Securities — Warrants — Public Stockholders’ Warrants,” and a U.S. Holder exercises its warrant on
a cashless basis and receives the amount of common stock as determined by reference to the table set forth thereunder, we intend
to treat such exercise as a redemption of warrants for common stock for U.S. federal income tax purposes. Such redemption should
be treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Accordingly, a U.S. Holder
should not recognize any gain or loss on the redemption of warrants for shares of our common stock. A U.S. Holder’s aggregate
tax basis in the shares of common stock received in the redemption generally should equal the U.S. Holder’s aggregate tax
basis in the warrants redeemed and the holding period for the shares of common stock received in redemption of the warrants should
include the U.S. Holder’s holding period for the surrendered warrants.
However,
there is some uncertainty regarding this tax treatment and it is possible such a redemption could be treated in part as a taxable
exchange in which gain or loss would be recognized in a manner similar to that discussed above for a cashless exercise of warrants
or otherwise characterized. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a
redemption of warrants for shares of common stock.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description
of Securities — Warrants — Public Stockholders’ Warrants.” An adjustment which has the effect of preventing
dilution is generally not a taxable event. Nevertheless, a U.S. Holder of warrants would be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of common stock that would be obtained upon exercise) as a result
of a distribution of cash to the holders of shares of our common stock which is taxable to such U.S. Holders as described under
“— U.S. Holders — Taxation of Distributions” above. Such constructive distribution would be subject to
tax as described under that section in the same manner as if such U.S. Holder received a cash distribution from us equal to the
fair market value of such increased interest.
Non-U.S.
Holders
Taxation
of Distributions
In
general, any distributions (including constructive distributions) we make to a non-U.S. Holder of shares of our common stock,
to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles),
will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with
the non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from
the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax
under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an
IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld
from any amount owed to a non-U.S. Holder by the applicable withholding agent, including cash distributions on other property
or sale proceeds from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting
a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its shares
of our common stock and, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized
from the sale or other disposition of the common stock, which will be treated as described under “— Non-U.S. Holders
— Gain on Sale, Exchange or Other Taxable Disposition of Common Stock and Warrants” below. The full amount of any
distributions to you may, however, be subject to U.S. withholding tax unless the applicable withholding agent elects to withhold
a lesser amount based on a reasonable estimate of the amount of the distribution that would be treated as a dividend for U.S.
federal income tax purposes. In addition, if we determine that we are classified as a “United States real property holding
corporation” (see “— Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Common
Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and
profits.
Dividends
we pay to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within
the United States (or if a tax treaty applies are attributable to a U.S. permanent establishment or fixed base maintained by the
non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification
and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S.
federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders.
If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch
profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Exercise
or Lapse of a Warrant
The
U.S. federal income tax treatment of a non-U.S. Holder’s exercise of a warrant or the lapse of a warrant held by a non-U.S.
Holder generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder,
as described under “— U.S. Holders — Exercise of a Warrant” or “ U.S. Holders — Sale, Exchange,
Redemption or Expiration of a Warrant” above, as applicable, although to the extent a cashless exercise results in a taxable
exchange, the tax consequences to the non-U.S. Holder would be the same as those described below in “— Non-U.S. Holders
— Gain on Sale, Exchange or Other Taxable Disposition of Common Stock and Warrants.”
Redemption
of Warrants for Common Stock
A
redemption of warrants for common stock described in this prospectus under “Description of Securities — Warrants —
Public Stockholders’ Warrants” should be treated as a “recapitalization” within the meaning of Section
368(a)(1)(E) of the Code. Accordingly, you should not recognize any gain or loss on the redemption of warrants for shares of our
common stock. Your aggregate tax basis in the shares of common stock received in the redemption should equal your aggregate tax
basis in your warrants redeemed and your holding period for the shares of common stock received in redemption of your warrants
should include your holding period for your surrendered warrants. However, there is some uncertainty regarding this tax treatment
and it is possible such a redemption could be treated in part as a taxable exchange in which gain or loss would be recognized
in a manner similar to that discussed under “— U.S. Holders — Exercise of a Warrant” or “ U.S. Holders
— Sale, Exchange, Redemption or Expiration of a Warrant” above for a cashless exercise of warrants or otherwise characterized.
Accordingly, a non-U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a redemption of warrants
for shares of common stock.
Gain
on Sale, Exchange or Other Taxable Disposition of Common Stock and Warrants
A non-U.S. Holder will generally not be subject
to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our
common stock, which would include a dissolution and liquidation in the event we do not complete an initial business combination within
15 months from the closing of this offering, or warrants (including an expiration or redemption of our warrants), in each case without
regard to whether those securities were held as part of a unit, unless:
|
|
•
|
the
gain is effectively connected with the conduct of a trade or business by the non-U.S.
Holder within the United States (and, if an applicable tax treaty so requires, is attributable
to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
|
|
|
•
|
the
non-U.S. Holder is an individual who is present in the United States for 183 days or
more in the taxable year of disposition and certain other conditions are met; or
|
|
|
•
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we
are or have been a “United States real property holding corporation” for
U.S. federal income tax purposes at any time during the shorter of the five-year period
ending on the date of disposition or the period that the non-U.S. Holder held our common
stock, and, in the case where shares of our common stock are regularly traded on an established
securities market, the non-U.S. Holder has owned, directly or constructively, more than
5% of our common stock at any time within the shorter of the five-year period preceding
the disposition or such non-U.S. Holder’s holding period for the shares of our
common stock. There can be no assurance that our common stock will be treated as regularly
traded on an established securities market for this purpose.
|
Gain
described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates. Any gains
described in the first bullet point above of a non-U.S. Holder that is a foreign corporation may also be subject to an additional
“branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above
will generally be subject to a flat 30% U.S. federal income tax, although the gain may be offset by some United States source
capital losses realized during the same taxable year. Non-U.S. Holders are urged to consult their tax advisors regarding possible
eligibility for benefits under income tax treaties.
If
the third bullet point above applies to a non-U.S. Holder, gain recognized by such holder on the sale, exchange or other disposition
of our common stock or warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer
of our common stock or warrants from such holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized
upon such disposition. We cannot determine whether we will be a United States real property holding corporation in the future
until we complete an initial business combination. We will be classified as a United States real property holding corporation
if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair
market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined
for U.S. federal income tax purposes. Non-U.S. Holders are urged to consult their own tax advisors regarding the application of
these rules.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description
of Securities — Warrants — Public Stockholders’ Warrants.” An adjustment which has the effect of preventing
dilution is generally not a taxable event. Nevertheless, a non-U.S. Holder of warrants would be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of common stock that would be obtained upon exercise) as a result
of a distribution of cash to the holders of shares of our common stock which is taxable to such non-U.S. Holders as described
under “— Non-U.S. Holders — Taxation of Distributions” above. A non-U.S. Holder would be subject to U.S.
federal income tax withholding under that section in the same manner as if such non-U.S. Holder received a cash distribution from
us equal to the fair market value of such increased interest without any corresponding receipt of cash.
Redemption
of Common Stock
The
characterization for U.S. federal income tax purposes of the redemption of a non-U.S. Holder’s common stock pursuant to
the redemption provisions described in this prospectus under “Description of Securities — Common Stock” will
generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s common stock,
as described under “— U.S. Holders — Redemption of Common Stock” above, and the consequences of the redemption
to the non-U.S. Holder will be as described above under “— Non-U.S. Holders — Taxation of Distributions”
and “— Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Common Stock and Warrants,”
as applicable.
Foreign
Account Tax Compliance Act
Sections
1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred
as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30%
in certain circumstances on dividends in respect of our securities which are held by or through certain foreign financial institutions
(including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report,
on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain
U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments,
or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such
information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement
between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which
our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect
of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will
generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding
agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding
the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.
While withholding under FATCA would have also applied to payments of gross proceeds from the sale or other disposition of securities
on or after January 1, 2019, recently proposed Treasury regulations eliminate such withholding on payments of gross proceeds entirely.
Taxpayers generally may rely on these proposed Treasury regulations until final Treasury regulations are issued. Prospective investors
should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.
UNDERWRITING
We are offering the units described in
this prospectus through the underwriters named below. Cantor Fitzgerald & Co. is the representative for the underwriters, and
Cantor Fitzgerald & Co. is acting as the sole book-running manager of the offering. We have entered into an underwriting
agreement with the representative. Subject to the terms and conditions of the underwriting agreement, each of the underwriters has
severally agreed to purchase from us, on a firm commitment basis, and we have agreed to sell to such underwriter, the number of
units listed next to its name in the following table:
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Underwriters
|
|
Number of
Units
|
|
|
Cantor Fitzgerald & Co.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
20,000,000
|
|
The
underwriting agreement provides that the underwriters are obligated to purchase all of the units in the offering if any are purchased,
other than those units covered by the over-allotment option described below.
We
have granted to the underwriters a 45-day option to purchase on a pro rata basis up to 3,000,000 additional units at the initial public
offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of units.
The
underwriters propose to offer the units initially at the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $[ ] per unit. After the initial public offering the underwriters may
change the public offering price and concession and discount to broker/dealers. The offering of the units by the underwriters
is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
The
following table summarizes the compensation and estimated expenses we will pay to the underwriters:
|
|
|
Per Unit(1)
|
|
|
Total(1)
|
|
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Underwriting Discounts and Commissions paid by us
|
|
$
|
0.65
|
|
|
$
|
0.65
|
|
|
$
|
13,000,000
|
|
|
$
|
14,950,000
|
|
|
(1)
|
Includes $0.45
per unit (less the $300,000 financial advisory fee payable to Roth Capital Partners, LLC
upon consummation of this offering as described below), or $8,700,000 (or $10,050,000 if
the underwriters’ over-allotment option is exercised in full) in the aggregate,
payable to the representative of the underwriters for deferred underwriting commissions
to be placed in a trust account located in the United States as described herein. The deferred
commissions will be released to the representative of the underwriters only on completion
of an initial business combination as described in this prospectus.
|
We estimate that our out-of-pocket expenses
for this offering will be approximately $525,000. We have agreed to reimburse the underwriters for FINRA-related fees (including counsel
fees), not to exceed $15,000, expenses of investigations and background checks of our principals, not to exceed $5,500 per individual
or $30,000 in the aggregate.
The
representative has informed us that the underwriters do not intend to make sales to discretionary accounts.
We, our initial stockholders and our
officers and directors have agreed that we and they will not offer, sell, contract to sell, pledge or grant any option to purchase
or otherwise dispose of, directly or indirectly, without the prior written consent of Cantor Fitzgerald & Co. for a period of
180 days after the date of this prospectus, any units, warrants, shares of common stock or any other securities convertible into, or
exercisable, or exchangeable for, shares of common stock or enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any units, shares of common stock, warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of common stock owned, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise; provided, however, that we may (1) issue and sell the private placement
warrants; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with
the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the
resale of the founder shares and any shares of common stock issuable upon the exercise of the private placement warrants or warrants
included issued upon conversion of working capital loans; and (4) issue securities in connection with our initial business
combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer
of founder shares to any current or future independent director of the company (as long as such current or future independent
director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the
extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a
practical explanation as to the nature of the transfer). Cantor Fitzgerald & Co. in its sole discretion may release any of the
securities subject to these lock-up agreements at any time without notice.
Our
initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A)
one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x)
the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results
in all of our 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 our 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
after our initial business combination (except as described herein under “Principal Stockholders — Transfers of Founder
Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements
of our initial stockholders with respect to any founder shares.
Cantor Fitzgerald & Co. has committed
to purchase an aggregate of 1,000,000 private placement warrants (or 1,150,000 private placement warrants if the underwriters’
over-allotment option is exercised in full) at a price of $1.00 per warrant ($1,000,000 in the aggregate, or $1,150,000 in the aggregate
if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the
closing of this offering. The private placement warrants are identical to the warrants sold in this offering except that, (1) the private
placement warrants (including the shares of common stock issuable upon exercise thereof) are subject to certain transfer restrictions
(as described in more detail under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”),
and the holders thereof are entitled to certain registration rights (as described in more detail under “Principal Stockholders
— Registration Rights”); (2) will not be redeemable by us; (3) the private placement warrants may be exercised by the holders
on a cashless and (4) 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).
The private placement warrants purchased
by Cantor Fitzgerald & Co. are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.
Such private placement warrants will be subject
to lock-up restrictions, as required by FINRA Rule 5110(e)(1), and may not be sold during the offering, or sold, transferred, assigned,
pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the
effective economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness
of the registration statement of which this prospectus forms a part or commencement of sales of the offering, except as provided in FINRA
Rule 5110(e)(2).
We have granted the holders of the private
placement warrants the registration rights as described under the section “Principal Stockholders — Registration Rights.”
The demand and piggyback registration rights being granted to Cantor Fitzgerald & Co. are subject to FINRA Rule 5110(g)(8). Accordingly,
Cantor Fitzgerald & Co. may not exercise its demand and “piggyback” registration rights after five and seven years, respectively,
after the effective date of the registration statement of which this prospectus forms a part and may not exercise demand rights on more
than one occasion.
Indemnification
We
have agreed to indemnify the several underwriters against certain liabilities under the Securities Act or contribute to payments that
the underwriters may be required to make in that respect.
Listing
We expect our units to be listed on Nasdaq,
under the symbol “FHLTU” and, once the common stock and warrants begin separate trading, to have our common stock and
warrants listed on Nasdaq under the symbols “FHLT” and “FHLTW,” respectively.
Prior
to this offering, there has been no public market for our securities.
Determination of Offering
Price
The
determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company.
Among the factors considered in determining the initial public offering price were the history and prospects of companies whose
principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure,
and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded
companies considered comparable to our company. We cannot assure you, however, that the price at which the units, common stock
or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that
an active trading market in our units, common stock or warrants will develop and continue after this offering.
Stabilization and Other Transactions
The
underwriters pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, may engage in short sale transactions,
stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These
activities may have the effect of stabilizing or maintaining the market price of the units at a level above that which might otherwise
prevail in the open market. Establishing short sales positions may involve either “covered” short sales or “naked”
short sales.
“Covered”
short sales are sales made in an amount not greater than the underwriters’ option to purchase additional units in this offering.
The underwriters may close out any covered short position by either exercising the overallotment option or purchasing our securities
in the open market or from market participants. In determining the source of units to close out the covered short position, the
underwriters will consider, among other things, the price of units available for purchase in the market as compared to the price at which
they may purchase units through the overallotment option.
“Naked”
short sales are sales in excess of the option to purchase additional units. The underwriters must close out any naked short position
by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned
that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors
who purchase in this offering.
A
stabilizing bid is a bid for the purchase of securities on behalf of the underwriters for the purpose of fixing or maintaining the price
of the securities. A syndicate covering transaction is the bid for or the purchase of securities on behalf of the underwriters to reduce
a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’
purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our securities or preventing
or retarding a decline in the market price of our securities. As a result, the price of our securities may be higher than the price that
might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession
otherwise accruing to a syndicate member in connection with the offering if the securities originally sold by such syndicate member are
purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.
Neither we, nor any of the underwriters make
any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
price of our securities. The underwriters are not obligated to engage in these activities and, if commenced, may end any of these
activities at any time. These transactions may be effected on the NYSE in the over-the-counter market or otherwise.
Electronic Distribution
A
prospectus in electronic format may be made available on the web sites maintained by the underwriters, or selling group members,
if any, participating in this offering and the underwriters participating in this offering may distribute prospectuses electronically.
The representative may agree to allocate a number of units to underwriters and selling group members for sale to their online
brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make
internet distributions on the same basis as other allocations.
Financial Advisory Fee
For financial advisory services provided
by Roth Capital Partners, LLC in connection with this offering, we have agreed to pay Roth Capital Partners, LLC a financial advisory
fee of $300,000 payable upon consummation of the initial business combination.
Affiliations
The
underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates may from time to time
in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive
customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and
such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective
affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities
or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities
and instruments.
Other Activities and Relationships
Except as described above, we are not under
any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present
intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional
capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriters fair and reasonable
fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with
any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days
from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection
with this offering, and we may pay the underwriters of this offering or any entity with which any of them are affiliated a finder’s
fee or other compensation for services rendered to us in connection with the completion of a business combination.
The underwriters and their affiliates may in
the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates,
for which it may in the future receive, customary fees and commissions for any such transactions.
The underwriters and their respective affiliates
are financial institutions engaged in various activities, which may include, among other things, securities trading, commercial and investment
banking, financial advisory, investment management, financing and brokerage activities. Such underwriters and their affiliates have in
the past, in the ordinary course of business, provided certain of these services to affiliates of the sponsor, and have arrangements
in place whereby they may currently or in the future provide such services to affiliates of the sponsor, for which they have received
and may receive customary fees, interest, commissions and other compensation.
In addition, in the ordinary course of their
business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and
equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities or instruments of ours or our affiliates.
The underwriters and their affiliates may also make investment recommendations and publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
NOTICE TO INVESTORS
Canada
This prospectus constitutes an “exempt
offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with
any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the securities. No securities
commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus or on the merits of the securities
and any representation to the contrary is an offence.
Canadian investors are advised that this
prospectus has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”).
Pursuant to section 3A.3 of NI 33-105, this prospectus is exempt from the requirement that the issuer and the underwriter(s) provide
investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or “related issuer”
relationships that may exist between the issuer and the underwriter(s) as would otherwise be required pursuant to subsection 2.1(1) of
NI 33-105.
Resale Restrictions
The offer and sale of the securities in Canada
is being made on a private placement basis only and is exempt from the requirement that the issuer prepares and files a prospectus under
applicable Canadian securities laws. Any resale of the securities acquired by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, pursuant to a statutory exemption from the prospectus requirements, in a transaction
exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales
of the securities outside of Canada.
Representations of Purchasers
Each Canadian investor who
purchases the securities will be deemed to have represented to the issuer and the underwriter(s) that the investor (i) is purchasing
the securities as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (ii) is an “accredited investor” as such term is defined in section
1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1
of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Taxation and Eligibility for Investment
Any discussion of taxation
and related matters contained in this prospectus does not purport to be a comprehensive description of all of the tax considerations
that may be relevant to a Canadian investor when deciding to purchase the securities and, in particular, does not address any Canadian
tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada
of an investment in the securities or with respect to the eligibility of the securities for investment by such investor under relevant
Canadian federal and provincial legislation and regulations.
Rights of Action for Damages
or Rescission
Securities legislation in
certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum (such as this prospectus),
including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission
Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral Instrument 45-107 Listing Representation and
Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for damages or rescission, or both, in addition to
any other rights they may have at law, where the offering memorandum, or other offering document that constitutes an offering memorandum,
and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies,
or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits
prescribed under, and are subject to limitations and defenses under, applicable Canadian securities legislation. In addition, these remedies
are in addition to and without derogation from any other right or remedy available at law to the investor.
Language of Documents
Upon receipt of this document,
each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale
of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English
language only. Par la réception de ce document, chaque investisseur Canadien confirme par les présentes qu’il
a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à
la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat
ou tout avis) soient rédigés en anglais seulement.
Australia
This document does not constitute a prospectus,
product disclosure statement or other disclosure document under the Australia’s Corporations Act 2001 (Cth) (the “Corporations
Act”) of Australia. This document has not been lodged with the Australian Securities & Investments Commission and is only directed
to the categories of exempt persons set out below. Accordingly, if you receive this document in Australia:
You confirm and warrant that you are either:
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a “sophisticated
investor” under section 708(8)(a) or (b) of the Corporations Act;
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a “sophisticated
investor” under section 708(8)(c) or (d) of the Corporations Act and that you have
provided an accountant’s certificate to the company which complies with the requirements
of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the
offer has been made; or
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a “professional
investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act.
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To the extent that you are unable to confirm
or warrant that you are an exempt sophisticated investor or professional investor under the Corporations Act any offer made to you under
this document is void and incapable of acceptance.
You warrant and agree that you will not offer
any of the shares issued to you pursuant to this document for resale in Australia within 12 months of those securities being issued unless
any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
European Economic Area
In
relation to each member state of the European Economic Area (each a “Member State”), no securities have been offered
or will be offered pursuant to the offer described herein in that Member State prior to the publication of a prospectus in relation to
the securities which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member
State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that the
securities may be offered to the public in that Member State at any time:
(i) to any legal entity which is a qualified
investor as defined under Article 2 of the Prospectus Regulation;
(ii) to fewer than 150 natural or legal persons
(other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the
underwriters for any such offer; or
(iii) in any other circumstances falling within
Article 1(4) of the Prospectus Regulation,
provided that no such offer of securities shall
require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
Each person in a Member State who acquires
any securities in the offer or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the
issuer and the underwriters that it is a qualified investor within the meaning of the Prospectus Regulation.
In the case of any securities being offered
to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will
be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that the securities acquired by it
in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in a Member State
to qualified investors, in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer
or resale. Neither the issuer nor the underwriters have authorised, nor do they authorise, the making of any offer of securities through
any financial intermediary, other than offers made by the underwriters which constitute the final placement of securities contemplated
in this document.
The issuer and the underwriters and their affiliates
will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For
the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to
be offered so as to enable an investor to decide to purchase, or subscribe for, any securities and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
In
Member States, this document is being distributed only to, and is directed only at, persons who are “qualified investors”
within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). This document must not be acted
on or relied on in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this document
relates is available in any Member State only to Qualified Investors and will be engaged in only with such persons.
Hong Kong
No securities have been,
may be or will be offered or sold in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or
sell shares or debentures, whether as principal or agent; or to “professional investors” as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder; or in other circumstances which do not
result in the document being a “prospectus” as defined in the Companies (Winding UP and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong (the “C(WUMP)O”), or which do not constitute an offer to the public within the meaning of the C(WUMP)O.
No document, invitation or advertisement relating to the securities has been issued or may be issued or will be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents
of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other
than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional
investors” as defined in the SFO and any rules made thereunder.
This document has not been
and will not be registered with the Registrar of Companies in Hong Kong. Accordingly, this document may not be issued, circulated or
distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring
the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on
offers of the securities described in this document and the relevant offering documents and that he is not acquiring, and has not been
offered any securities in circumstances that contravene any such restrictions.
Japan
The offering has not been and will not be registered
under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948 of Japan, as amended) (the “FIEA”), and the
Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident
of Japan (which term as used herein means, unless otherwise provided herein, any person resident in Japan, including any corporation
or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a
resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA
and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This document has not been and will not be
lodged or registered with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection
with the offer or sale, or the invitation for subscription or purchase of the securities may not be issued, circulated or distributed,
nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to any person in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person as defined under Section 275(2) of the SFA, or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and where (where applicable)
Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 , or (iii) otherwise pursuant to, and in accordance
with the conditions of any other applicable provision of the SFA. In the event that you are not an investor falling within any of
the categories set out above, please return this document immediately. You may not forward or circulate this document to any other
person in Singapore.
No offer is made to you with a view to the securities being subsequently
offered for sale to any other party. There are on-sale restrictions that may be applicable to investors who acquire securities.
As such, investors are advised to acquaint themselves with the provisions of the SFA relating to resale restrictions and comply accordingly.
Where the securities are subscribed or purchased
under Section 275 of the SFA by a relevant person which is:
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a corporation (which
is not an accredited investor as defined under Section 4A of the SFA) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
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a trust (where
the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary is an accredited investor,
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securities or securities-based derivatives contracts (each term
as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that
trust shall not be transferable within six months after that corporation or that trust has acquired the securities under Section 275
of the SFA except:
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to an institutional
investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of
the SFA, or to any person pursuant to an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
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where no consideration
is given for the transfer;
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where the transfer
is by operation of law;
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as specified in
Section 276(7) of the SFA; or
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as specified in
Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018 of Singapore.
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Switzerland
The securities may not be publicly offered
in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility
in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a
or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing
Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other
offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available
in Switzerland.
Neither this document nor any other offering
or marketing material relating to the offering, the issuer or the securities have been or will be filed with or approved by any Swiss
regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA, or FINMA, and the offer of securities has not been and will not be authorized under
the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of securities.
Israel
This document does not constitute a prospectus
under the Israeli Securities Law, 5728-1968, or the Securities Law, and has not been filed with or approved by the Israel Securities
Authority. In the State of Israel, this document is being distributed only to, and is directed only at, and any offer of the shares is
directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint
investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv
Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals”,
each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case
purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in
the Addendum). Qualified investors will be required to submit written confirmation that they fall within the scope of the Addendum, are
aware of the meaning of same and agree to it.
United Kingdom
In relation to the United Kingdom, no securities
have been offered or will be offered pursuant to the offer described herein to the public in the United Kingdom prior to the publication
of a prospectus in relation to the securities which has been approved by the UK Financial Conduct Authority, except that the securities
may be offered to the public in the United Kingdom at any time:
(i) to any legal entity which is a qualified
investor as defined under Article 2 of the UK Prospectus Regulation;
(ii) to fewer than 150 natural or legal persons
(other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of
the underwriters for any such offer; or
(iii)
in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”),
provided that no such offer of the securities
shall require the issuer or any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant
to Article 23 of the UK Prospectus Regulation.
Each person in the United Kingdom who acquires
any securities in the offer or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the
issuer and the underwriters that it is a qualified investor within the meaning of the UK Prospectus Regulation.
In the case of any securities being offered
to a financial intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, each such financial intermediary will
be deemed to have represented, acknowledged and agreed to and with the issuer and the underwriters that the securities acquired by it
in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer to the public other than their offer or resale in the United Kingdom
to qualified investors, in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer
or resale. Neither the issuer nor the underwriters have authorised, nor do they authorise, the making of any offer of securities through
any financial intermediary, other than offers made by the underwriters which constitute the final placement of securities contemplated
in this document.
The issuer and the underwriters and their affiliates
will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For
the purposes of this provision, the expression an “offer to the public” in relation to the securities in the United
Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to
be offered so as to enable an investor to decide to purchase or subscribe for any securities and the expression “UK Prospectus
Regulation” means Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018.
In
the United Kingdom, this document is being distributed only to, and is directed only at, persons who are “qualified investors”
within the meaning of Article 2(e) of the UK Prospectus Regulation who are also: (i) persons who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”); (ii) persons falling within Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated
(all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the
United Kingdom by persons who are not relevant persons. Any investment or investment activity to which this document relates is available
in the United Kingdom only to relevant persons and will be engaged in only with such persons.
Any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) may only be communicated or caused to be communicated in connection with the
issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply. All applicable provisions of the
FSMA and the Order must be complied with in respect of anything done by any person in relation to the securities in, from or otherwise
involving the United Kingdom.
LEGAL
MATTERS
Blank
Rome LLP, New York, NY, has passed upon the validity of the securities offered in this prospectus on behalf of us. Graubard Miller,
New York, NY, advised the underwriters in connection with the offering of the securities.
EXPERTS
The
financial statements of Future Health ESG Corp. at March 4, 2021 and for the period from February 25, 2021 (inception) through
March 4, 2021 included in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set
forth in their report, thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Future
Health ESG Corp. to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this
prospectus, and are included in reliance on such report given upon such firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering
by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further
information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with
the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents,
the references are materially complete but may not include a description of all aspects of such contracts, agreements or other
documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement
or other document.
Upon
completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly
and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration
statement, over the Internet at the SEC’s website at www.sec.gov.
INDEX
TO FINANCIAL STATEMENTS
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Page
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Report of Independent Registered Public Accounting Firm
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F-2
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Balance Sheets as of June 30, 2021 (unaudited) and March 4, 2021
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F-3
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Statements of Operations for the periods from February 25, 2021 (inception) through June 30,
2021 (unaudited) and February 25, 2021 (inception) through March 4, 2021
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F-4
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Statements of Changes in Stockholder’s Equity for the periods from February 25, 2021 (inception)
through June 30, 2021 (unaudited) and February 25, 2021 (inception) through March 4, 2021
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F-5
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Statements of Cash Flows for the periods
from February 25, 2021 (inception) through June 30, 2021 (unaudited) and February 25, 2021 (inception) through March 4, 2021
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F-6
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Notes to Financial Statements
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F-7
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REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Board of Directors
of
Future Health ESG Corp.
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of Future Health ESG Corp. (the “Company”) as of March 4, 2021, the related statements of operations, changes
in stockholders’ equity and cash flows for the period from February 25, 2021 (inception) through March 4, 2021, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of March 4, 2021 and the results of its operations and its cash
flows for the period from February 25, 2021 (inception) through March 4, 2021, in conformity with accounting principles generally
accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements,
the Company’s ability to execute its business plan is dependent upon its completion of the proposed public offering described
in Note 3 to the financial statements. The Company had a working capital deficiency as of March 4, 2021 and lacks the financial
resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance
date of the financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are also described in Note 1 and 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2021.
Boston, MA
March 23, 2021, except for Note 3, Note 6 and Note 7, as to which the date is August 18, 2021
FUTURE HEALTH
ESG CORP.
BALANCE
SHEETS
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|
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June
30, 2021
(unaudited)
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|
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March
4, 2021
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|
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ASSETS:
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|
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|
|
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Cash
|
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$
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26,366
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|
|
$
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25,000
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|
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Due from Sponsor
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|
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8,333
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|
|
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8,333
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|
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Deferred offering costs associated with
proposed public offering
|
|
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207,771
|
|
|
|
75,000
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|
|
Total
Assets
|
|
$
|
242,470
|
|
|
$
|
108,333
|
|
|
|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDER'S
EQUITY:
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|
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Current liabilities:
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|
|
|
|
|
|
|
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Accounts payable
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$
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19,600
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|
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$
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-
|
|
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Accrued offering and formation costs
|
|
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3,447
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|
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75,000
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|
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Note Payable
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|
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186,853
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|
|
|
-
|
|
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Total
current liabilities
|
|
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209,900
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|
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|
75,000
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|
|
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Commitments and Contingencies
(Note 5)
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Stockholder's Equity:
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|
|
|
|
|
|
|
|
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Preferred stock, $0.0001 par value; 5,000,000
shares authorized; none issued and outstanding
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|
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-
|
|
|
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-
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|
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Common stock,
$0.0001 par value; 500,000,000 shares authorized; 5,750,000 shares issued and outstanding as of June 30, 2021 and March 4, 2021(1)(2)
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575
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|
|
|
575
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Additional paid-in capital
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32,758
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|
|
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32,758
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Accumulated deficit
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|
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(763
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)
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|
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-
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Total
stockholder's equity
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|
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32,570
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|
|
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33,000
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|
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Total
Liabilities and Stockholder's Equity
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$
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242,470
|
|
|
$
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108,333
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|
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(1)
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This
number includes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriters as of June 30, 2021 and March
4, 2021 (see Notes 4 and 6).
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(2)
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On
July 16, 2021, the Company issued an additional 1,437,500 founder shares, up to 187,500 of
which are subject to forfeiture, in exchange for $8,333 in cash. All shares and associated
amounts have been retroactively restated to reflect the additional founder shares (see Notes 4 and 7).
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The accompanying notes are an integral
part of these financial statements.
FUTURE HEALTH ESG CORP.
STATEMENTS
OF OPERATIONS
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For
the period from
February 25, 2021
(inception) through
June 30, 2021
(unaudited)
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|
|
For
the period from
February 25, 2021
(inception) through
March 4, 2021
|
|
|
Formation and operating costs
|
|
$
|
778
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|
|
$
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-
|
|
|
Loss from operations
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(778
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)
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|
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-
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|
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Other income (expense)
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|
|
|
|
|
|
|
|
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Interest income
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|
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15
|
|
|
|
-
|
|
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Net loss
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$
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(763
|
)
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|
$
|
-
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Weighted average shares
outstanding, basic and diluted (1)(2)
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5,000,000
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5,000,000
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Basic and diluted net loss per share
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$
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(0.00
|
)
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$
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-
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(1)
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This
number excludes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment
option is not exercised in full or in part by the underwriters as of June 30, 2021 and March
4, 2021 (see Notes 4 and 6).
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(2)
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On
July 16, 2021, the Company issued an additional 1,437,500 founder shares, up to 187,500 of
which are subject to forfeiture, in exchange for $8,333 in cash. All shares and associated
amounts have been retroactively restated to reflect the additional founder shares (see Notes 4 and 7).
|
The accompanying notes are an integral
part of these financial statements.
FUTURE HEALTH ESG CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER’S
EQUITY
For the period from February 25, 2021 (inception)
through June 30, 2021 (unaudited) and for the period from February 25, 2021 (inception) through March 4, 2021
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Common
Stock
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Additional
Paid-In
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|
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Accumulated
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|
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Stockholder's
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|
|
Shares
|
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Amount
|
|
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Capital
|
|
|
Deficit
|
|
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Equity
|
|
|
Balance as of February 25, 2021 (inception)
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Issuance
of common stock to Sponsor(1)(2)
|
|
|
5,750,000
|
|
|
|
575
|
|
|
|
32,758
|
|
|
|
-
|
|
|
|
33,333
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Balance as of March 4, 2021
|
|
|
5,750,000
|
|
|
$
|
575
|
|
|
$
|
32,758
|
|
|
$
|
-
|
|
|
$
|
33,333
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(763
|
)
|
|
|
(763
|
)
|
|
Balance as of June 30, 2021 (unaudited)
|
|
|
5,750,000
|
|
|
$
|
575
|
|
|
$
|
32,758
|
|
|
$
|
(763
|
)
|
|
$
|
32,570
|
|
|
|
(1)
|
Includes
an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is
not exercised in full or in part by the underwriters as of June 30, 2021 and March 4, 2021
(see Notes 4 and 6).
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|
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(2)
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On
July 16, 2021, the Company issued an additional 1,437,500 founder shares, up to 187,500 of
which are subject to forfeiture, in exchange for $8,333 in cash. All shares and associated
amounts have been retroactively restated to reflect the additional founder shares (see Notes 4 and 7).
|
The accompanying notes are an integral
part of these financial statements.
FUTURE HEALTH ESG CORP.
STATEMENTS
OF CASH FLOWS
|
|
|
For
the period from
February 25, 2021
(inception) through
June 30, 2021
(Unaudited)
|
|
|
For
the period from
February 25, 2021
(inception) through
March 4, 2021
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(763
|
)
|
|
$
|
-
|
|
|
Adjustments to reconcile net loss to cash used in operating activities
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
|
|
(763
|
)
|
|
|
-
|
|
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Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of founder shares to Sponsor
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|
|
25,000
|
|
|
|
25,000
|
|
|
Proceeds from note payable to Sponsor
|
|
|
45,600
|
|
|
|
-
|
|
|
Payment of offering costs
|
|
|
(43,471
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)
|
|
|
-
|
|
|
Net cash provided by financing activities
|
|
|
27,129
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
26,366
|
|
|
|
25,000
|
|
|
Cash - beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
Cash - end of the period
|
|
$
|
26,366
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash financing activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs included in accrued offering and formation
costs
|
|
$
|
3,447
|
|
|
$
|
75,000
|
|
|
Deferred offering costs included in accounts payable
|
|
$
|
19,600
|
|
|
$
|
-
|
|
|
Due from Sponsor for additional founder shares issued
|
|
$
|
8,333
|
|
|
$
|
8,333
|
|
|
Deferred offering costs paid through note payable to Sponsor
|
|
$
|
141,253
|
|
|
$
|
-
|
|
The accompanying notes are an integral
part of these financial statements.
FUTURE HEALTH ESG CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Description of Organization, Business Operations,
Going Concern and Basis of Presentation
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 of the risks associated with emerging growth companies.
As of June 30, 2021 (unaudited), the
Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through June 30, 2021
(unaudited) relates to the Company’s formation and the proposed public offering described below. The Company will not generate
any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public
Offering (as defined below). The Company has selected December 31 as its fiscal year end.
On March 4, 2021, Future Health ESG Associates
1, LLC agreed to loan the Company up to $200,000 to be used for a portion of the expenses of the proposed public offering described below.
This loan is non-interest bearing, unsecured and is due at the earlier of March 31, 2022 and the closing of such offering. As of June
30, 2021 (unaudited), the Company has borrowed $186,853 under the promissory note with its Sponsor.
The Company’s sponsors are members of
management and/or their affiliates that initially purchased certain of the founder shares (the “Sponsors”). The Company’s
ability to commence operations is contingent upon obtaining adequate financial resources through a proposed public offering (the "Proposed
Public Offering") of 20,000,000 units of the Company (each, a "Unit" and collectively, the "Units") at $10.00
per Unit (or 23,000,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and
the sale of 7,375,000 warrants of the Company (or 8,125,000 warrants if the underwriters’ over-allotment option is exercised in
full) (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants"), at a price of $1.00
per Private Placement Warrant in a private placement to the Sponsor that will close simultaneously with the Proposed Public Offering.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Proposed 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 (as defined
below) (excluding the amount of deferred underwriting discounts held in Trust 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"). Upon the closing of the Proposed Public Offering, management
has agreed that an amount equal to at least $10.05 per Unit sold in the Proposed Public Offering, including the proceeds from the sale
of the private placement warrants, will be held in a trust account ("Trust Account") located in the United States with Continental Stock
Transfer & Trust Company acting as trustee, and invested only in United States "government securities" within the meaning of Section
2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as
described below.
The Company will provide 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 Proposed
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 will be entitled to redeem their Public Shares
for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $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 commissions
the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified
as temporary equity upon the completion of the Proposed 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. The Company will not redeem the Public Shares in connection with a Business Combination in
an amount that would cause its net tangible assets to be less than $5,000,001. 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 Proposed 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 will provide
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 Proposed Public Offering (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.
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 Proposed 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 commission (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 Proposed 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.
Going Concern Consideration
As
of June 30, 2021 (unaudited), the Company had $26,366 in cash and a working capital deficiency of $175,201. Further, the Company has incurred
and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Management’s plans to
address this need for capital through the Proposed Public Offering. The Company cannot assure that its plans to raise capital or to
consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the
COVID-19 pandemic on the industry and its effect on the Company’s financial position, results its operations and/or search for
a target company. See further discussion of the Company’s assessment of the COVID-19 pandemic below.
These factors, among others, raise substantial
doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial
statements. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed
Public Offering or its inability to continue as a going concern.
COVID-19
On January 30, 2020, the World Health Organization
("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak").
In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full
impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the
industry and has concluded that while it is reasonably possible that the virus 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 financial statements. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Basis of Presentation
The accompanying financial statements are
presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the rules and regulations of the SEC.
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.
Note 2 — Summary of Significant Accounting Policies
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. At June 30, 2021 (unaudited)
and March 4, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to
significant risks on such accounts.
Financial Instruments
The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurements
and Disclosures," approximates the carrying amounts represented in the balance sheet.
Use of Estimates
The preparation of
financial statements in conformity with U.S. 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 during the reporting
period. Actual results could differ from those estimates.
Deferred Offering Costs Associated
with the Proposed Public Offering
Deferred offering
costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly
related to the Proposed Public Offering and that will be charged to stockholder’s equity upon the completion of the Proposed
Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses
to be incurred, will be charged to operations.
Net Loss Per Share of Common Stock
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per
share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. At
June 30, 2021 (unaudited) and March 4, 2021 the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result,
diluted loss per share is the same as basic loss per share for the period presented.
Income Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets
and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included
the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be
realized. Deferred tax assets were deemed immaterial as of June 30, 2021 (unaudited) and March 4, 2021.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of
tax positions 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. There were no unrecognized tax benefits as of June 30, 2021
(unaudited) and March 4, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income
tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 (unaudited) and March 4, 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 is subject to income tax examinations by major taxing authorities since inception. The
provision for income taxes was deemed to be de minimis for the periods from February 25, 2021 (inception) through June 30, 2021
(unaudited) and February 25, 2021 (inception) through March 4, 2021.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-
06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation
of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures
for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends
the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU
2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning
on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on
the Company’s financial statements.
The
Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently
adopted, would have a material effect on the accompanying financial statements.
Note 3 — Proposed Public Offering
Pursuant
to the Proposed Public Offering, the Company intends to offer for sale 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists
of one share of common stock, and one-half of one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles
the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6).
The
Company will grant the underwriters a 45-day option from the date of the final prospectus relating to the Proposed Public Offering to
purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price, less underwriting
discounts and commissions.
Twelve anchor investors, none of whom is affiliated
with any member of our management team, have expressed interest to purchase an aggregate of 19,480,000 of the units to be sold in the
Proposed Public Offering. The Company has instructed the underwriters to allocate units to the anchor investors pursuant to their respective
expressions of interest, however, there is no guarantee that any or all anchor investors will participate in the offering, or as to the
amount of such units the anchor investors will retain, if any, prior to or upon the consummation of the initial business combination.
Further, each anchor investor that purchases units in this offering will purchase a pro-rata portion of 1,229,798 founder shares 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. In the event the total number of units sold in this offering
is reduced, there shall be a corresponding reduction in the number of units and founder shares each anchor investor will acquire.
The Company considers the excess fair value
of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by
this amount. The Company has valued the excess fair value of the founder shares offered to the anchor investors at $8,171,024. 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
will be charged to stockholder’s equity upon the completion of the Proposed Public Offering.
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 are 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 our
founders, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing
the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 16, 2021, the Company issued
an additional 1,437,500 founder shares, up to 187,500 of which are subject to forfeiture, in exchange for $8,333 in cash which was
unpaid as of June 30, 2021 and was subsequently collected in July 2021 presented as Due from Sponsor on the Balance Sheets. All shares and associated amounts have been retroactively restated to reflect the additional founder
shares.
Related Party Loans
On March 4, 2021, Future Health ESG Associates
1, LLC agreed to loan the Company up to $200,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note.
This loan is non-interest bearing and payable on the earlier of March 31, 2022 and the closing of the Proposed Public Offering. $186,853
and $0 has been drawn down and outstanding under the Note as of June 30, 2021 (unaudited) and March 4, 2021, respectively.
Private Placement Warrants
The Sponsor and certain designees of the underwriters
will agree to purchase an aggregate of 7,375,000 Private Placement Warrants (or 8,125,000 Private Placement Warrants if the underwriter’s
over-allotment option is exercised in full), at a price of $1.00 per Private Placement Warrant, or approximately $7,375,000 in the aggregate
(or $8,125,000 if the underwriter’s over-allotment option is exercised in full) in a private placement that will occur simultaneously
with the closing of the Proposed Public Offering. Each Private Placement Warrant is exercisable for one whole share of common stock at
a price of $11.50 per common share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor will be
added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will
be non-redeemable.
The purchasers of the Private Placement
Warrants will agree, 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 addition, 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 & 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), will be
entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed
Public Offering. These holders will be entitled to certain demand and "piggyback" registration rights. However, the
registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration
statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters will be entitled to an underwriting
discount of $0.20 per Unit, or $4,000,000 in the aggregate (or $4,600,000 in the aggregate if the underwriters' over-allotment option
is exercised in full), payable upon the closing of the Proposed Public Offering and deferred underwriting commissions of $0.45 per Unit
(less the $300,000 fee payable to Roth Capital Partners, LLC referred to below), or $8,700,000 in the aggregate (or $10,050,000 in the
aggregate if the underwriter's over-allotment option is exercised in full), payable upon the closing of the initial business combination.
Financial Advisory Fee
For financial advisory services provided
by Roth Capital Partners, LLC in connection with this offering, we have agreed to pay Roth Capital Partners, LLC a financial advisory
fee of $300,000, payable only upon successful consummation of the initial business combination.
Note 6 — Stockholder’s Equity
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 June 30, 2021 (unaudited) and March 4, 2021, there were 5,750,000 shares of common stock issued or outstanding, up to
750,000 of which are subject to forfeiture.
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 June 30, 2021 (unaudited) and March 4, 2021, there were no shares of preferred stock issued or outstanding.
Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units 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.
The
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 warrants: Once the warrants become exercisable, the Company may redeem the outstanding warrants (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
The Company evaluated subsequent events and
transactions that occurred after the balance sheet date up to August 31, 2021, the date that the financial
statements were issued. Based on this review, except as described below in the following paragraph, the Company did not identify any
subsequent events that would have required adjustment or disclosure in the financial statements.
On July 16, 2021, the Company issued an additional
1,437,500 founder shares, up to 187,500 of which are subject to forfeiture, in exchange for $8,333 in cash. All shares and associated
amounts have been retroactively restated to reflect the additional founder shares.
On August 24, 2021, Future Health ESG Associates
1, LLC agreed to loan the Company up to an additional $50,000 to be used for a portion of the expenses of the Proposed Public Offering.
This loan is non-interest bearing, unsecured and is due at the earlier of March 31, 2022 and the closing of the Proposed Public Offering.
Future
Health ESG Corp.
Sole Book-Running
Manager
Cantor
Until [ ],
2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter
and with respect to unsold allotments or subscriptions.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting
discount and commissions) will be as follows:
|
SEC expenses
|
|
$
|
39,521.48
|
|
|
FINRA expenses
|
|
|
54,837.50
|
|
|
Accounting fees and expenses
|
|
|
35,000.00
|
|
|
Printing and engraving expenses
|
|
|
35,000.00
|
|
|
Transfer agent expenses
|
|
|
17,000
|
|
|
Legal fees and expenses
|
|
|
250,000.00
|
|
|
NASDAQ listing and filing fees
|
|
|
5,000.00
|
|
|
Miscellaneous
|
|
|
88,641.00
|
|
|
Total
|
|
$
|
524,999.98
|
|
Item
14. Indemnification of Directors and Officers.
Our
amended and restated certificate of incorporation will provide that all of our directors, officers, employees and agents shall
be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or
the DGCL. Section 145 of the DGCL concerning indemnification of officers, directors, employees and agents is set forth below.
Section
145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c)
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith.
(d)
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time
of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or
(2)
by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e)
Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement
of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an
amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision
in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission
has occurred.
(g)
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such liability under this section.
(h)
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a merger or consolidation which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i)
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
(j)
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
(k)
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors,
or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’
fees).
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in
a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
In
accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation, will provide that no director
shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty
as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect
of this provision of our amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders
(through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted
by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If
the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance
with our amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated
or limited to the fullest extent authorized by the DGCL, as so amended.
Any
repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or eliminating the liability
of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith,
will (unless otherwise required by applicable law) be prospective only, except to the extent such amendment or change in law permits
us to further limit or eliminate the liability of directors on a retroactive basis.
Our
amended and restated certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted
by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers
of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise,
including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding,
whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation,
attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred
or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification
pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection with a proceeding initiated
by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.
The
right to indemnification which will be conferred by our amended and restated certificate of incorporation is a contract right
that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced
above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by
our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery
to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined
that such person is not entitled to be indemnified for such expenses under our amended and restated certificate of incorporation
or otherwise.
The
rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered
by our amended and restated certificate of incorporation may have or hereafter acquire under law, our amended and restated certificate
of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any
repeal or amendment of provisions of our amended and restated certificate of incorporation affecting indemnification rights, whether
by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise
required by applicable law) be prospective only, except to the extent such amendment or change in law permits us to provide broader
indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing
at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring
prior to such repeal or amendment or adoption of such inconsistent provision. Our amended and restated certificate of incorporation
will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons
other that those specifically covered by our amended and restated certificate of incorporation.
Our
bylaws, which we intend to adopt immediately prior to the closing of this offering, include the provisions relating to advancement
of expenses and indemnification rights consistent with those which will be set forth in our amended and restated certificate of
incorporation. In addition, our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification
or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase
and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another
entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify
such person against such expense, liability or loss under the DGCL.
Any
repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders
or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required
by applicable law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification
rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder
with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
We
will enter into indemnification agreements with each of our officers and directors a form of which is to be filed as an exhibit
to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted
under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a
result of any proceeding against them as to which they could be indemnified.
Pursuant
to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters
and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this
offering, including certain liabilities under the Securities Act.
Item
15. Recent Sales of Unregistered Securities.
In March 2021, BEA Holdings, LLC, an affiliate
of Bradley A. Bostic, our Chairman and Chief Executive Officer; m2 Enterprises Holdings, LLC, an affiliate of Travis A. Morgan, our Chief
Financial Officer and a member of our Board of Directors; and Future Health ESG Associates 1, LLC, of which Messrs. Bostic and Morgan
are the managers, purchased an aggregate of 4,312,500 founder shares for a capital contribution of $25,000. On March 23, 2021, Future
Health ESG Associates 1, LLC transferred an aggregate of 168,188 founder shares, of which 129,374 shares were transferred to hc1.com,
Inc., an affiliate of Messrs. Bostic and Morgan; and 12,938 shares were transferred to each of R. Mark Lubbers, Dr. F. John Mills and
Dr. Nancy L. Snyderman, our directors. On July 16, 2021, MB Equity, LLC, an affiliate of Messrs. Bostic and Morgan, purchased 1,437,500
additional founder shares for a purchase price of $8,333.
The
number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding
shares of common stock upon completion of this offering (not including the shares of common stock issuable upon exercise of the
private placement warrants). Such securities were issued in connection with our organization pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. Our initial stockholders are accredited investors for purposes of Rule 501
of Regulation D.
In addition, our initial stockholders and
Cantor Fitzgerald & Co. has committed to purchase from us an aggregate of 7,375,000 (or 8,125,000 if the underwriters’ over-allotment
option is exercised in full) private placement warrants at $1.00 per warrant (for an aggregate purchase price of $7,375,000 or $8,125,000
if the underwriters’ over-allotment option is exercised in full). This purchase will take place on a private placement basis simultaneously
with the completion of our initial public offering. Any such issuances will be made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
No
underwriting discounts or commissions were paid with respect to such sales.
Item
16. Exhibits and Financial Statement Schedules.
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(a)
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Exhibits.
The following exhibits are being filed herewith:
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Exhibit
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Description
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3.2**
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Form of Amended and Restated Certificate of Incorporation
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3.3**
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Bylaws
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4.1**
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Specimen Unit Certificate
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4.2**
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Specimen Common Stock Certificate
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4.3**
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Specimen Public Warrant Certificate.
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4.4**
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Specimen Private Warrant Certificate.
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4.5**
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Form of Public Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.
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4.6**
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Form of Private Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.
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5.1**
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Opinion of Blank Rome
LLP.
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10.1**
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Form of Letter Agreement
among the Registrant and the Registrant’s officers and directors and initial stockholders.
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10.2**
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Form of Investment Management
Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
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10.3**
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Form of Registration Rights Agreement between the Registrant, the Registrant’s
initial stockholders, Cantor Fitzgerald & Co. and the anchor investors, if any.
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10.4**
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Form of Securities Subscription Agreement between the Registrant and purchasers
of the founder shares.
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10.5**
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Form of Private Placement
Warrant Purchase Agreement between the Registrant and Future Health ESG Associates 1, LLC.
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10.6**
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Form of Private Placement Warrant Purchase Agreement between the Registrant and
Cantor Fitzgerald & Co.
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10.7**
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Form of Amendment to Securities Subscription Agreement between the Registrant and
purchasers of the founder shares.
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10.8**
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Form of Indemnity Agreement.
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10.9**
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Promissory Note, dated March 4, 2021, issued to Future Health ESG Associates 1,
LLC.
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10.10**
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Promissory Note, dated August 24, 2021, issued to Future Health ESG Associates 1,
LLC.
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10.11**
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Form of Investment Agreement between the Registrant, MB Equity, LLC and the anchor
investors, if any.
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14**
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Form of Code of Ethics and Business Conduct.
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23.1**
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Consent of Marcum LLP.
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23.2**
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Consent of Blank Rome
LLP (included in Exhibit 5.1).
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24*
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Power of Attorney (included on the signature page
to this Registration Statement).
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*
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Previously filed.
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**
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Filed herewith.
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(b)
Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration
statement.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each
purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be
permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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(c)
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The
undersigned registrant hereby undertakes that:
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(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana on the 31st day of August, 2021.
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FUTURE
HEALTH ESG CORP.
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By:
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/s/ Bradley A. Bostic
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Name: Bradley A. Bostic
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Title: Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Name
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Position
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Date
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/s/ Bradley A. Bostic
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Chief Executive Officer (Principal Executive Officer) and Chairman
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August 31, 2021
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Bradley A. Bostic
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/s/ Travis A. Morgan
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Chief Financial Officer (Principal Financial and Accounting Officer) and Director
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August 31, 2021
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Travis A. Morgan
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*
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Director
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August 31, 2021
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R. Mark Lubbers
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*
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Director
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August 31, 2021
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Dr. F. John Mills
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*
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Director
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August 31, 2021
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Dr. Nancy L. Snyderman
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* By:
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/s/ Travis A. Morgan
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August 31, 2021
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Travis A. Morgan, attorney-in-fact
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Exhibit 1.1
UNDERWRITING AGREEMENT
between
Future
Health ESG Corp.
and
CANTOR FITZGERALD & CO.
Dated: ____________, 2021
Future Health ESG Corp.
UNDERWRITING AGREEMENT
New York, New York
____________, 2021
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, Future Health ESG Corp., a Delaware
corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”
or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which
the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as
the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
1.
Purchase and Sale of Securities.
1.1
Firm Securities.
1.1.1 Purchase
of Firm Units. On the basis of the representations and warranties contained herein, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters
agree to purchase from the Company, severally and not jointly, an aggregate of 20,000,000 units (the “Firm
Units”) of the Company, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission
described in Section 1.3 below) of $9.40 per Firm Unit. The Firm Units are to be offered initially to the public (the
“Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of common stock,
$0.0001 par value, of the Company (the “Common Stock”), and one-half of one redeemable warrant (the
“Warrants”). The Common Stock and the Warrants included in the Firm Units will trade separately on the ninetieth
(90th) day following the date hereof unless the Representative determines to allow earlier separate trading.
Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Warrants included in the Firm Units
trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a
Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the
Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to
any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior
to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press
release announcing when such separate trading will begin. Each whole Warrant entitles its holder to purchase one share of Common
Stock for $11.50 per share, subject to adjustment, commencing 30 days after the consummation by the Company of a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the
“Business Combination”) and expiring on the five year anniversary of the consummation by the Company of its
initial Business Combination, or earlier upon redemption or liquidation.
1.1.2 Payment
and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 a.m., New York City time, on the second
(2nd) Business Day (as defined below) following the commencement of trading of the Units, or at such earlier time as
shall be agreed upon by the Representative and the Company, at the offices of Graubard Miller, counsel to the Underwriters
(“GM”), or at such other place as shall be agreed upon by the Representative and the Company. The hour and date
of delivery and payment for the Firm Units is called the “Closing Date.” Payment for the Firm Units shall be made
on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $201,000,000 of the proceeds received by the
Company for the Firm Units and the sale of Placement Warrants (as defined in Section 1.4.2) shall be deposited in the trust
account (“Trust Account”) established by the Company for the benefit of the Public Stockholders (as defined
below), as described in the Registration Statement (as defined in Section 2.1.1) pursuant to the terms of an Investment
Management Trust Agreement (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust
Company (“CST”). The funds deposited in the Trust Account shall include an aggregate of $7,700,000 ($0.40 per
Firm Unit) (which is less the Roth Fee (defined below)), payable to Cantor Fitzgerald as Deferred Underwriting Commission, in
accordance with Section 1.3 hereof. The remaining proceeds (less commissions and actual expense payments or other fees
payable pursuant to this Agreement), if any, shall be paid to the order of the Company upon delivery to the Representative of
certificates (in form and substance satisfactory to the Representative) representing the Firm Units (or through the facilities of
the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Units shall be registered in
such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business
Days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Units for delivery, at
least one (1) full Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver any of the Firm
Units except upon tender of payment by the Representative for all the Firm Units. As used herein, the term “Public
Stockholders” means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the
aftermarket, including the Sponsors (defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and
solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at
home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer
systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on
such day. The term “Sponsors” means members of management and/or their affiliates that initially purchased the
Founder Shares (defined below).
1.2
Over-Allotment Option.
1.2.1
Option Units. The Representative is hereby granted an option (the “Over-allotment Option”) to
purchase up to an additional 3,000,000 units (the “Option Units”), the gross proceeds of which will be deposited in
the Trust Account, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such
Option Units shall be identical in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred
to as the “Units,” and the Units, the Common Stock, the Warrants included in the Units, and the Common Stock issuable
upon exercise of the Warrants are hereinafter referred to collectively as the “Public Securities.” No Option Units
shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase
the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered
and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit will be
the same price per Firm Unit set forth in Section 1.1.1 hereof.
1.2.2
Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by
the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date
(“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will
not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option
granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance
with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment
for the Option Units (the “Option Closing Date”), which will not be earlier than two (2) full Business Days after the
date of the written notice or later than five (5) full Business Days after the date of the written notice or such other time and in such
other manner as shall be agreed upon by the Company and the Representative, at the offices of GM or at such other place (including remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of
the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set
forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3 Payment
and Delivery. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day)
funds, payable as follows: $9.80 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon
delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option
Units (or through the facilities of DTC) for the account of the Representative. The amount to be deposited in the Trust Account will
include $0.40 per Option Unit (up to $1,200,000), payable to Cantor Fitzgerald, as Deferred Underwriting Commission, in accordance
with Section 1.3 hereof. The certificates representing the Option Units to be delivered will be in such denominations and
registered in such names as the Representative requests in writing not less than two full Business Days prior to the Closing Date or
the Option Closing Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging
at the aforesaid office of the Company’s transfer agent or correspondent not less than one full Business Days prior to such
Closing Date. The Company shall not be obligated to sell or deliver the Option Units except upon tender of payment by the
Underwriters for applicable Option Units.
1.3
Deferred Underwriting Commission. The Underwriters agree that (i) $7,700,000 from the sale of the Firm Units and
4.0% of the gross proceeds from the sale of the Option Units (up to $1,200,000), if any (collectively, the “Deferred Underwriting
Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest,
to Cantor Fitzgerald for its own account upon consummation of the Company’s initial Business Combination and (ii) $300,000 will
be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to Roth Capital Partners
LLC upon consummation of the Company’s initial Business Combination (the “Roth Fee”). In the event that the Company
is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”),
commences liquidation of the Trust Account as provided in the Trust Agreement, Cantor Fitzgerald agrees that: (i) all rights or claims
to the Deferred Underwriting Commission shall be forfeited; and (ii) the Deferred Underwriting Commission, together with all other amounts
on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders.
1.4
Private Placements.
1.4.1 Founder
Shares. In March 2021, the Company issued to BEA Holdings, LLC, m2 Enterprises Holdings, LLC and Future Health ESG Associates 1,
LLC, for an aggregate consideration of $25,000, 4,312,500 shares of Common Stock in a private placement exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Thereafter, the Company sold an
additional 1,437,500 shares of Common Stock (together with the 4,312,500 shares, the “Founder Shares”) for a
purchase price of $8,333, resulting in there being an aggregate of 5,750,000 Founder Shares outstanding. No underwriting discounts,
commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described
in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsors until the earlier of:
(i) one year after the consummation of an initial Business Combination and (ii) subsequent to the consummation of an initial
Business Combination (x) such time when the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a
30-trading day period following the consummation of an initial Business Combination or (y) the date the Company engages in a
transaction involving a liquidation, merger, capital 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. The
holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in
the event the Company fails to consummate a Business Combination. The holders of the Founder Shares shall not have redemption rights
with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the holders of the Founder
Shares will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then
outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise,
if any, of the Over-allotment Option.
1.4.2
Warrant Private Placement. Simultaneously with the Closing Date, the Company’s initial stockholders and the
Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate
of 7,375,000 warrants, which warrants are identical to the Warrants included in the Firm Units subject to certain exceptions (the “Placement
Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration
under the Act pursuant to Section 4(a)(2) of the Act, with the Company’s initial stockholders purchasing 6,375,000 Placement Warrants
and the Representative purchasing 1,000,000 Placement Warrants. Simultaneously with the Option Closing Date (if any), the Company’s
initial stockholders will purchase from the Company pursuant to the Purchase Agreements, up to an additional 600,000 Placement Warrants,
at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant
to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Warrant Private
Placement.” None of the Placement Warrants (or underlying shares of Common Stock) may be sold, assigned or transferred by the
holders or their permitted transferees until thirty (30) days after consummation of a Business Combination. Additionally, the Representative
has agreed that it will forfeit for cancellation any Placement Warrants held by it on the date that is five years from the effective date
of the Registration Statement, in accordance with FINRA Rule 5110(g). The proceeds from the sale of the Placement Warrants shall be deposited
into the Trust Account.
1.4.3
The Placement Warrants and shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred
to collectively as the “Placement Securities”. No underwriting discounts, commissions, or placement fees have been
or will be payable in connection with the Placement Securities. The Public Securities, the Placement Securities, and the Founder Shares
are hereinafter referred to collectively as the “Securities”.
1.4.4
The Representative will not sell, transfer, assign, pledge or hypothecate any of the Placement Warrants for a period of
180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i)
an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of
any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Placement Warrants held by the Representative
will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates
for the Placement Warrants shall contain legends to reflect the above FINRA and contractual transfer restrictions.
1.5 Working Capital. Upon consummation of the Offering, it is intended that approximately $1,850,000 of the Offering
proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.
1.6 Interest
Income. Prior to the Company’s consummation of a Business Combination or the Company’s liquidation, interest earned on
the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any
taxes incurred by the Company, all as more fully described in the Prospectus (as defined below).
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as follows:
2.1 Filing
of Registration Statement.
2.1.1 Pursuant
to the Act. The Company has filed with the Commission a registration statement and an amendment or amendments thereto, on Form
S-1 (File No. 333-258911), including any related preliminary prospectus (“Preliminary Prospectus”), including any
prospectus that is included in the Registration Statement immediately prior to the effectiveness of the Registration Statement), for
the registration of the Units under the Act, which registration statement and amendment or amendments have been prepared by the
Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the
Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General
Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as
amended, on file with the Commission at the time the registration statement becomes effective (including the prospectus, financial
statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed
to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is hereinafter called the “Registration
Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if
applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of
the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the
“Prospectus.” For purposes of this Agreement, “Time of Sale,” as used in the Act, means 5:00
p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary Prospectus,
which was included in the Registration Statement filed on _____ __, 2021, for distribution by the Underwriters (such Preliminary
Prospectus used most recently prior to the Time of Sale, the “Sale Preliminary Prospectus”). Unless otherwise
specified, any reference herein to the term “Registration Statement” shall be deemed to include any Registration
Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration
Statement”). Other than the Rule 462(b) Registration Statement and the Form 8-A registration statement referred to below
in Section 2.1.2, no other document with respect to the Registration Statement has been filed with the Commission. All of the Public
Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and the Rule 462(b)
Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent
to the date of this Agreement, the Company or the Representative determines that at the Time of Sale, the Sale Preliminary
Prospectus includes an untrue statement of a material fact or omits a statement of material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading and the Company and the Representative agree to
provide an opportunity to purchasers of the Units to terminate their old purchase contracts and enter into new purchase contracts,
then the Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of
entry into the first such new purchase contract.
2.1.2 Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-____) providing for the registration under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Units, the Common Stock and the Warrants.
The registration of the Units, Common Stock and Warrants under the Exchange Act has been declared effective by the Commission on the
date hereof and the Units, the Common Stock and the Warrants have been registered pursuant to Section 12(b) of the Exchange Act.
2.1.3 No Stop Orders, Etc. Neither the Commission nor, to the Company’s knowledge, assuming reasonable inquiry, any
federal or state regulatory authority has issued any order or threatened to issue any order preventing or suspending the use of the Registration
Statement, any Preliminary Prospectus, the Sale Preliminary Prospectus, or Prospectus or any part thereof, or has instituted or, to the
Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
2.2 Disclosures
in Registration Statement.
2.2.1 10b-5
Representation. At the time of effectiveness of the Registration Statement (or at the time any post-effective amendment to the
Registration Statement) and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the
Registration Statement, the Sale Preliminary Prospectus and the Prospectus do and will contain all material statements that are
required to be stated therein in accordance with the Act and the Regulations, and did or will, in all material respects, conform to
the requirements of the Act and the Regulations. The Registration Statement, as of the effective date, did not, and the amendments
and supplements thereto, as of their respective dates, will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its
date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of
their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale
Preliminary Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did not include any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus
was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public
Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) and when any amendment thereof or supplement
thereto was first filed with the Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments
thereof and supplements thereto complied in all material respects or will have been corrected in the Sale Preliminary Prospectus and
the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations. The representation
and warranty made in this Section 2.2.1 does not apply to statements made or statements omitted in reliance upon and in
conformity with written information furnished to the Company with respect to the Underwriters by the Underwriters expressly for use
in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto. The
parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following:
the names of the Underwriters and the allocation of Units among the underwriters, the information with respect to dealers’
concessions and reallowances contained in the first sentence of the fourth paragraph of the section entitled
“Underwriting,” the information with respect to short positions and stabilizing transactions contained in the section
entitled “Underwriting – Stabilization and Other Transactions” the information set forth under the caption
“Underwriting-Electronic Distribution” and the identity of counsel to the Underwriters contained in the section entitled
“Legal Matters” (such information, collectively, the “Underwriters’ Information”).
2.2.2 Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
conform to the descriptions thereof contained therein in all material respects and there are no agreements or other documents required
to be described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or to be filed with the Commission as
exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred
to in the Registration Statement, Sale Preliminary Prospectus or the Prospectus or attached as an exhibit thereto, or (ii) is material
to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect and is enforceable
against the Company and, to the Company’s knowledge, assuming reasonable inquiry, the other parties thereto, in accordance with
its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and
state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and no such agreement
or instrument has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, assuming reasonable inquiry,
any other party is in breach or default thereunder and, to the Company’s knowledge, assuming reasonable inquiry, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the Company’s
knowledge, assuming reasonable inquiry, the performance by the Company of the material provisions of such agreements or instruments will
not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court,
domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating
to environmental laws and regulations.
2.2.3 Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.2.4 Regulations.
The disclosures in the Registration Statement, the Sale Preliminary Prospectus, and Prospectus concerning the effects of federal, foreign,
state, and local regulation on the Company’s business as currently contemplated are correct in all material respects and do not
omit to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not
misleading.
2.3
Changes After Dates in Registration Statement.
2.3.1
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement,
the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse
change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered
into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors
(the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has
taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board
of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary
Prospectus and the Prospectus.
2.3.2
Recent Securities Transactions. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein,
the Company has not (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii)
declared or paid any dividend or made any other distribution on or in respect to its share capital.
2.4
Independent Accountants. To the Company’s knowledge, assuming reasonable inquiry, Marcum LLP (“Marcum”),
whose report is filed with the Commission as part of, and is included in, the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, are independent registered public accountants as required by the Act, the Regulations and the Public Company Accounting
Oversight Board (the “PCAOB”), including the rules and regulations promulgated by such entity. To the Company’s
knowledge, assuming reasonable inquiry, Marcum is currently registered with the PCAOB. Marcum has not, during the periods covered by the
financial statements included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, provided to the Company
any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.
2.5
Financial Statements; Statistical Data.
2.5.1 Financial
Statements. The financial statements, including the notes thereto and supporting schedules (if any) included in the Registration
Statement, the Sale Preliminary Prospectus and the Prospectus fairly present in all material respects the financial position, the
results of operations and the cash flows of the Company at the dates and for the periods to which they apply; such financial
statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved; and the supporting schedules included in the Registration Statement, the Sale
Preliminary Prospectus and the Prospectus present fairly in all material respects the information required to be stated therein in
conformity with the Regulations. No other financial statements or supporting schedules are required to be included or incorporated
by reference in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus. The Registration Statement, the Sale
Preliminary Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a
material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as
adjusted financial statements that are required to be included in the Registration Statement, the Sale Preliminary Prospectus and
the Prospectus in accordance with Regulation S-X or Form S-1 that have not been included as required.
2.5.2 Statistical
Data. The statistical, industry-related and market-related data included in the Registration Statement, the Sale Preliminary Prospectus,
and/or the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data materially agree with the sources from which they are derived.
2.6 Authorized
Capital; Options. The Company had at the date or dates indicated in each of the Registration Statement, the Sale Preliminary Prospectus,
and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in the Registration Statement,
the Sale Preliminary Prospectus, and the Prospectus. Based on the assumptions stated in the Registration Statement, the Sale Preliminary
Prospectus, and the Prospectus, the Company will have on the Closing Date or on the Option Closing Date, as the case may be, the adjusted
share capitalization set forth therein. Except as set forth in, or contemplated by the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus, on the Effective Date and on the Closing Date or Option Closing Date, as the case may be, there will be no options,
warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares of Common Stock or any security convertible
into shares of Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible
securities.
2.7 Valid Issuance of Securities.
2.7.1 Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission
with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities was
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by
the Company. The authorized and outstanding securities of the Company conform in all material respects to all statements relating
thereto contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. All offers and sales and any
transfers of the outstanding securities of the Company were at all relevant times either registered under the Act and the applicable
state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities,
exempt from such registration requirements.
2.7.2 Securities
Sold Pursuant to this Agreement. The Securities have been duly authorized and when issued and paid for in accordance with this Agreement,
will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason
of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the
Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance
and sale of the Securities has been duly and validly taken. The forms of certificates for the Securities conform to the corporate law
of the jurisdiction of the Company’s incorporation and applicable securities laws in all material respects. The Securities conform
in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus, as the case may be. When paid for and issued in accordance with the terms of the Public Warrant Agreement (as defined below),
the Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called
for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective
terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state
securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject
to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common
Stock issuable upon exercise of the Public Warrants have been reserved for issuance upon the exercise of the Public Warrants and upon
payment of the consideration therefor, and when issued in accordance with the terms thereof such shares of Common Stock will be duly
and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal
liability by reason of being such holders.
2.7.3 Placement
Securities. When issued in accordance with the terms of the Private Warrant Agreement (defined below), the Placement Warrants will
constitute, valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby
in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms,
except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable
upon exercise of the Placement Warrants have been reserved for issuance and, when issued in accordance with the terms of the Placement
Warrants, will be duly and validly authorized, validly issued and upon payment therefor, fully paid and non-assessable, and the holders
thereof are not and will not be subject to personal liability by reason of being such holders.
2.7.4 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale
of any securities which are required to be or may be “integrated” pursuant to the Act or the Regulations with the Offering.
2.8 Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, no
holders of any securities of the Company or any rights exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or
to include any such securities in a registration statement to be filed by the Company.
2.9 Validity and Binding Effect of Agreements. This Agreement, the Warrant
Agreement (as defined in Section 2.23), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.4)
and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the
Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company
in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may
be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.
2.10 No
Conflicts, Etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company
of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will
not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any
of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of
any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement
(ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws, as amended, of the
Company (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation,
judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its
properties, assets or business constituted as of the date hereof.
2.11 No
Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement
or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties
or businesses.
2.12 Corporate Power; Licenses; Consents.
2.12.1 Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to
conduct its business purpose as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus. The disclosures
in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus concerning the effects of foreign, federal, state and
local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects
and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. Since its formation, the Company has conducted no business and has incurred
no liabilities other than in connection with and in furtherance of this Offering.
2.12.2 Transactions
Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement and to carry out the
provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection herewith have been obtained.
No consent, authorization, or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required
for the valid issuance, sale, and delivery, of the Securities and the consummation of the transactions and agreements contemplated by
the Transaction Documents and as contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except
with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry
Regulatory Authority, Inc. (“FINRA”).
2.13 D&O
Questionnaires. To the Company’s knowledge, assuming reasonable inquiry, all information contained in the questionnaires (“Questionnaires”)
completed by each of the Company’s officers, directors and stockholders (“Insiders”) and provided to the Representative
and its counsel and the biographies of the Insiders contained in the Registration Statement, Sale Preliminary Prospectus and the Prospectus
(to the extent a biography is contained) is true and correct in all material respects and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate, incorrect or incomplete.
2.14 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending, or to the Company’s knowledge, assuming reasonable inquiry, threatened against or involving the Company or, to the Company’s
knowledge, assuming reasonable inquiry, any Insider or any stockholder that has not been disclosed, that is required to be disclosed,
in the Registration Statement, the Sale Preliminary Prospectus, the Prospectus or the Questionnaires.
2.15 Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of
its jurisdiction of incorporation. The Company is duly qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure
to qualify would not have a material adverse effect on the condition (financial or otherwise), earnings, assets, prospects, business,
operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material
Adverse Effect”).
2.16 No
Contemplation of a Business Combination. As of the date of this Agreement, the Company has not selected any Business Combination
target (each a “Target Business”) and it has not, nor has anyone on its behalf, directly or indirectly, contacted
any prospective Target Business with respect to a potential Business Combination or had any substantive discussions, formal or otherwise,
regarding entering into a Business Combination with the Company.
2.17 Transactions
Requiring Disclosure to FINRA.
2.17.1 Finder’s
Fees. Except as set forth in the Registration Statement, the Sale Prospectus and the Prospectus, there are no claims, payments, arrangements,
agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider
with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the
Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined
by FINRA.
2.17.2 Payments
Within 180 Days. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; or (ii) any" participating member," as defined in FINRA
Rule 5110, with respect to the Offering ("Participating Member"), within the 180-day period prior to the initial filing
of the Registration Statement, other than the prior payments to the Representative in connection with the Offering. The Company has not
issued any warrants or other securities, or granted any options, directly or indirectly, to any Participating Member within the 180-day
period prior to the initial filing date of the Registration Statement except as disclosed in the Registration Statement. No person to
whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration
Statement has any relationship or affiliation or association with any Participating Member except as disclosed in the Registration Statement.
Except for the Roth Fee and with respect to the Representative in connection with the Offering, the Company has not entered into any
agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day
period prior to the initial filing date of the Registration Statement with the Commission, which arrangement or agreement provides for
the receipt of any underwriting compensation as defined in FINRA Rule5110.
2.17.3 FINRA
Affiliation. Other than as disclosed to the Representative, no officer or director or any direct or indirect beneficial owner (including
the Insiders) of any class of the Company’s unregistered securities (whether debt or equity, registered or unregistered, regardless
of the time acquired or the source from which derived) has any direct or indirect affiliation or association with any Participating Member
(as determined in accordance with the rules and regulations of FINRA). The Company will advise the Representative and GM if it learns
that any officer or director or any direct or indirect beneficial owner (including the Insiders) is or becomes an affiliate or associated
person of a Participating Member.
2.17.4 Share
Ownership. No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s
unregistered securities is an owner of shares or other securities of any Participating Member (other than securities purchased on the
open market).
2.17.5 Proceeds
of the Offering. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Warrants,
will be paid to any Participating Member, except as specifically authorized herein as set forth in the Registration Statement, the Sale
Prospectus or the Prospectus.
2.17.6 Conflicts
of Interest. To the Company’s knowledge, assuming reasonable inquiry, no Participating Member has a conflict of interest with
the Company. For this purpose, a “conflict of interest” exists when a member of FINRA and/or its associated persons,
parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding common equity, or 10% or more of
the Company’s preferred equity.
2.18 Taxes.
2.18.1 There
are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political subdivision
of the United States, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by
the Company of the Public Securities.
2.18.2 The
Company has filed all U.S. federal, state and local tax returns required to be filed with taxing authorities prior to the date hereof
in a timely manner or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes shown as due on such
returns that were filed and has paid all taxes imposed on it and any other assessment, fine or penalty levied against it, to the extent
that any of the foregoing is due and payable. The Company has made appropriate provisions in the applicable financial statements referred
to in Section 2.5.1 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior
periods as to which the tax liability of the Company has not been finally determined.
2.19 Foreign Corrupt Practices Act; Anti-Money Laundering; Patriot Act.
2.19.1 Foreign
Corrupt Practices Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any of the
Insiders or any other person acting on behalf of the Company has, directly or indirectly, given or agreed to give any money, gift or
similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier,
employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in
a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that
(i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not
given in the past, might have had a Material Adverse Effect, or (iii) if not continued in the future, might adversely affect the
assets, business or operations of the Company. The Company has taken reasonable steps to ensure that its accounting controls and
procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as
amended.
2.19.2 Currency
and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times in material compliance
with (i) the requirements of the U.S. Treasury Department Office of Foreign Asset Control and (ii) applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, including the Money Laundering
Control Act of 1986, as amended, the rules and regulations thereunder and any related or similar money laundering statutes, rules, regulations
or guidelines, issued, administered or enforced by any Federal governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, assuming reasonable inquiry, threatened.
2.19.3 Patriot Act. Neither the Company nor to the Company’s knowledge, assuming reasonable inquiry, any Insider has
violated the Bank Secrecy Act of 1970, as amended, or Uniting and Strengthening of America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any
successor law.
2.20 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company in connection with the Offering and delivered to
the Representative or to GM shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered
thereby.
2.21 Agreements
With Insiders.
2.21.1 Insider
Letter. The Company has caused to be duly executed a legally binding and enforceable agreement (except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability
of any indemnification, contribution or noncompete provision may be limited under foreign, federal and state securities laws, and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought), a form of which is annexed as an exhibit to the
Registration Statement (the “Insider Letter”), pursuant to which each of the Insiders of the Company agree to certain
matters. The Insider Letter shall not be amended, modified or otherwise changed without the prior written consent of the Representative,
which will not be ureasonably withheld.
2.21.2 Purchase
Agreements. The initial stockholders of the Company have executed and delivered Private Placement Warrants Purchase Agreements,
the form of which is annexed as an exhibit to the Registration Statement (collectively the “Purchase Agreements”),
pursuant to which the initial stockholders will, among other things, on the Closing Date and on the Option Closing Date, if any,
consummate the purchase of and deliver the purchase price for the Placement Warrants as described in Section 1.4.2. Pursuant to the
Purchase Agreements, (i) the purchasers have waived any and all rights and claims they may have to any proceeds, and any interest
thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) the proceeds from the sale of the Placement
Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing
Date and the Option Closing Date, if any, as provided for in the Purchase Agreements.
2.21.3 Intentionally Omitted.
2.21.4 Registration
Rights Agreement. The Company and the holders of the Founder Shares and Placement Warrants have entered into a Registration Rights
Agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement,
whereby such parties will be entitled to certain registration rights with respect to the securities they hold or may hold, as set forth
in such Registration Rights Agreement and described more fully in the Registration Statement, the Sale Preliminary Prospectus and the
Prospectus.
2.21.5 Loans.
One of the Sponsors has agreed to make loans to the Company in the aggregate amount of up to $250,000 (the “Insider Loans”)
pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not
bear any interest and are repayable by the Company on the earlier of March 31, 2022 or the consummation of the Offering.
2.22 Investment
Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and
the Warrant Private Placement substantially in the form annexed as an exhibit to the Registration Statement.
2.23 Public
Warrant Agreements. The Company has entered into a warrant agreement with respect to the Public Warrants underlying the Units (the
“Public Warrant Agreement”) and the Placement Warrants (the “Private Warrant Agreement” and together
with the PublicWarrant Agreement, the “Warrant Agreement” and certain other warrants that may be issued by the Company
with CST substantially in the forms filed as an exhibit to the Registration Statement (“Warrant Agreement”).
2.24 No
Existing Non-Competition Agreements. No Insider is subject to any non-competition agreement or non-solicitation agreement with any
employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except
as disclosed in the Registration Statement.
2.25 Investments.
No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of 1940, as amended (“Investment
Company Act”)) of the Company’s total assets consist of, and no more than 45% of the Company’s net income after
taxes is derived from, securities other than “Government Securities” (as defined in Section 2(a)(16) of the Investment Company
Act) or money market funds meeting the conditions of Rule 2a-7 of the Investment Company Act.
2.26 Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Sale Preliminary Prospectus and Prospectus will not be required, to register as an
“investment company” under the Investment Company Act.
2.27 Subsidiaries.
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other business
entity.
2.28 Related
Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and any Insider, on
the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the
Sale Preliminary Prospectus and the Prospectus which is not so described as required. There are no outstanding loans, advances (except
normal advances for business expenses in the ordinary course of business), or guarantees of indebtedness by the Company to or for the
benefit of any of the officers or directors of the Company or any of their respective family members, except as disclosed in the Registration
Statement, the Sale Preliminary Prospectus and Prospectus. The Company has not extended or maintained credit, arranged for the extension
of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer of the Company.
2.29 No
Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with the intention
of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or
supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.30 Sarbanes-Oxley.
The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory
entity or agency, that are applicable to it as of the date hereof.
2.31 Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Date
and the completion of the distribution of the Units, any offering material in connection with the offering and sale of the Units other
than the Sale Preliminary Prospectus and the Prospectus, in each case as supplemented and amended.
2.32 Nasdaq. The Public Securities have been authorized for listing, subject to official notice of issuance and evidence
of satisfactory distribution, on the Nasdaq Capital Market (“Nasdaq”), and the Company knows of no reason or set of
facts that is likely to adversely affect such authorization.
2.33 Board
of Directors. As of the Effective Date, the Board of Directors of the Company will be comprised of the persons set forth as “Directors”
or “Director nominees” under the heading of the Sale Preliminary Prospectus and the Prospectus captioned “Management.”
As of the Effective Date, the qualifications of the persons serving as board members and the overall composition of the board will comply
with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq that are, in each case, applicable to
the Company. As of the Effective Date, the Company will have an Audit Committee that satisfies the applicable requirements under the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq.
2.34 Emerging
Growth Company. From its formation through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.35 No Disqualification Events. Neither the Company, nor any of its predecessors or any affiliated issuer, nor any director,
executive officer, or other officer of the Company participating in the Offering, nor any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together,
“Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Underwriter a copy of any disclosures provided thereunder.
2.36 Free-Writing
Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that would constitute an
issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405. The Company: (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications
with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized anyone to engage
in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative. The
Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the
Act.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1 Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment
or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus proposed to be filed after the Effective Date
and the Company shall not file any such amendment or supplement to which the Representative reasonably objects in writing.
3.2 Federal Securities Laws.
3.2.1 Compliance. During the time when a Prospectus is required to be delivered under the Act, the Company will use its
best efforts to comply with all requirements imposed upon it by the Act, the Regulations, and the Exchange Act, and by the regulations
under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public
Securities in accordance with the provisions hereof and the Sale Preliminary Prospectus and the Prospectus. If at any time when a Prospectus
relating to the Public Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the
opinion of counsel for the Company or counsel for the Underwriter, the Prospectus, as then amended or supplemented, includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file with the Commission, subject
to Section 3.1 hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act.
3.2.2 Filing
of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative) with the Commission
pursuant to the requirements of Rule 424 of the Regulations.
3.2.3 Exchange Act Registration. The Company will use its best efforts to maintain the registration of the Public Securities
under the provisions of the Exchange Act (except in connection with a going-private transaction) for a period of five years from the Effective
Date, or until the Company is required to be liquidated or is acquired, if earlier, or, in the case of the Warrants, until the Warrants
expire and are no longer exercisable or have been exercised or redeemed in full. The Company will not deregister the Public Securities
under the Exchange Act prior to its initial Business Combination or liquidation without the prior written consent of the Representative.
3.2.4 Exchange
Act Filings. From the Effective Date until the earlier of the Company’s initial Business Combination, or its liquidation and
dissolution, the Company shall timely file with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
such statements and reports as are required to be filed by a company registered under Section 12(b) of the Exchange Act.
3.2.5 Sarbanes-Oxley
Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain and thereafter maintain
material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3 Free-Writing
Prospectus. The Company agrees that it will not make any offer relating to the Public Securities that would constitute an issuer
free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405, without the prior consent of the Representative.
3.4 Delivery to Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge and from
time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Preliminary Prospectus and the Prospectus as the Underwriters may reasonably request.
3.5 Effectiveness
and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration Statement to remain
effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration
Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities
commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction
or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for
filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for
any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company,
makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any
changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under
which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend
such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.
3.6 Affiliated Transactions.
3.6.1 Business
Combinations. The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i)
the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s
disinterested and independent directors (if there are any) approve such transaction.
3.6.2 Compensation
to Insiders. Except as disclosed in the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any
fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business
Combination.
3.7 Financial
Public Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain
a financial public relations firm reasonably acceptable to the Representative for a term to be agreed on by the Company and the Representative.
3.8 Reports
to the Representative. For a period of five years from the Effective Date or until such earlier time upon which the Company is required
to be liquidated or is no longer required to file reports under the Exchange Act, the Company will furnish to the Representative and
its counsel copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally
to holders of any class of its securities, and promptly furnish to the Representative: (i) a copy of each periodic report the Company
shall be required to file with the Commission, (ii) a copy of every press release and every news item and article with respect to the
Company or its affairs that was released by the Company, (iii) a copy of each current Report on Form 8-K or Schedules 13D, 13G, 14D-1
or 13E-4 received or prepared by the Company, (iv) two (2) copies of each registration statement filed by the Company with the Commission
under the Act, and (v) such additional documents and information with respect to the Company and the affairs of any future subsidiaries
of the Company as the Representative may from time to time reasonably request; provided the Representative shall sign, if requested by
the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative and its counsel
in connection with the Representative’s receipt of such information. Documents filed with the Commission pursuant to its EDGAR
system shall be deemed to have been delivered to the Representative pursuant to this Section.
3.9
Transfer Agent. For a period of five years following the Effective Date or until such earlier time upon which the
Company is required to be liquidated, the Company shall retain a transfer agent and warrant agent acceptable to the Representative. CST
is acceptable to the Representative.
3.10
Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if
any, to the extent not paid at Closing Date, all Company expenses incident to the performance of the obligations of the Company under
this Agreement, including but not limited to (i) the Company’s legal and accounting fees and disbursements, (ii) the preparation,
printing, filing, mailing and delivery (including the payment of postage with respect to such mailing) of the Registration Statement,
the Preliminary Sale Prospectus and the Prospectus, including any pre or post effective amendments or supplements thereto, and the printing
and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements
thereto supplied to the Underwriters in quantities as may be required by the Underwriters, (iii) fees incurred in connection with conducting
background checks of the Company’s management team, up to a maximum of $5,500 per principal, or $30,000 in the aggregate, (iv)
the preparation, printing, engraving, issuance and delivery of the Units, the Common Stock and the Warrants included in the Units, including
any transfer or other taxes payable thereon, (v) filing fees incurred in registering the Offering with FINRA and the reasonable fees
of counsel (not to exceed $15,000) in connection therewith, (vi) fees, costs and expenses incurred in listing the Securities on Nasdaq
or such other stock exchanges as the Company and the Underwriter together determine, (vii) all fees and disbursements of the transfer
and warrant agent, (viii) all Company’s expenses associated with “due diligence” and “road show” meetings
arranged by the Representative and any presentations made available by way of a net roadshow, including without limitation trips for
the Company’s management to meet with prospective investors, all travel, food and lodging expenses associated with such trips incurred
by the Company or such management; and (ix) all other costs and expenses customarily borne by an issuer incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in this Section 3.10. If the Offering is consummated, the
Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses set forth above
(which shall be mutually agreed upon between the Company and the Representative prior to Closing) to be paid by the Company to the Representative
and others. If the Offering is not consummated for any reason (other than a breach by the Representative of any of its obligations hereunder),
then the Company shall reimburse the Representative in full for its out-of-pocket accountable expenses actually incurred through such
date, including, without limitation, reasonable fees and disbursements of counsel to the Representative. If the Offering is consummated,
the Company hereby also agrees to pay, promptly upon request of the Representative, all of the expenses incurred by any of the Underwriters
which are associated with any Business Combination marketing activities or capital markets advisory activities undertaken by any of the
Underwriters at the request of the Company (the “Marketing Activities”).
3.11
Application of Net Proceeds. The Company will apply the net proceeds from the Offering and Warrant Private Placement
received by it in a manner materially consistent with the application described under the caption “Use of Proceeds” in the
Prospectus.
3.12
Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders
as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings
statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or
the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve
consecutive months beginning after the Effective Date.
3.13
Notice to FINRA.
3.13.1
Notice to the Representative. For a period of sixty (60) days after the date of the Prospectus, in the event any
person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for
a Target Business or to provide any other services in connection therewith, the Company will provide the following to the Representative
prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services;
and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered a Participating
Member with respect to the Offering, as such term is defined in FINRA Rule 5110. The Company also agrees that, if required by law, proper
disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company
will file with the Commission in connection with the Business Combination.
3.13.2
FINRA. The Company shall advise the Representative if it is aware that any 10% or greater stockholder of the Company
becomes an affiliate or associated person of a Participating Member.
3.13.3
Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered
broker/dealer, or otherwise become a member of FINRA, it shall promptly notify FINRA.
3.14 Stabilization.
Neither the Company, nor to its knowledge, assuming reasonable inquiry, any of its employees, directors or stockholders (without the
consent of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or
that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Units.
3.15
Intentionally Omitted.
3.16
Payment of Deferred Underwriting Commission on Business Combination. Upon the consummation of the Company’s
initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from
the Trust Account to Cantor Fitzgerald, in accordance with Section 1.3.
3.17
Internal Controls. The Company will maintain a system of internal accounting controls sufficient to provide reasonable
assurances that: (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
3.18
Accountants. Until the earlier of five years from the Effective Date or until such earlier time upon which the Company
is required to be liquidated, the Company shall retain Marcum or another independent registered public accounting firm reasonably acceptable
to the Representative.
3.19
Form 8-K. The Company shall, on or prior to the date hereof, retain its independent registered public accounting
firm to audit the balance sheet of the Company as of the Closing Date (“Audited Financial Statements”) reflecting the
receipt by the Company of the proceeds of the Offering and the Warrant Private Placement. Within four (4) Business Days after the Closing
Date, the Company shall file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited
Financial Statements. Promptly after the Option Closing Date, if the Over-allotment Option is exercised after the Closing Date, the Company
shall file with the Commission a Current Report on Form 8-K or an amendment to the Form 8-K to provide updated financial information to
reflect the exercise of such option.
3.20
Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of
this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to GM.
3.21
Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested
only as provided for in the Trust Agreement and disclosed in the Prospectus. The Company will otherwise conduct its business in a manner
so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it
shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.22
Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without
the Representative’s prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing
Date. Notwithstanding the foregoing, in no event shall the Company be prohibited from issuing any press releases or engaging in any other
publicity required by law, except that including the name of any Underwriter therein shall require the prior written consent of such Underwriter
which will not be unreasonably withheld or delayed.
3.23
Insurance. The Company will maintain directors’ and officers’ insurance (including, without limitation,
insurance covering the Company, its directors and officers for liabilities or losses arising in connection with this Offering, including,
without limitation, liabilities or losses arising under the Act, the Exchange Act, the Regulations and any applicable foreign securities
laws).
3.24
Electronic Prospectus. The Company shall cause to be prepared and delivered to the Underwriters, at the Company’s
expense, promptly, but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus
to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means
a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in
an electronic format, reasonably satisfactory to the Representative, that may be transmitted electronically by the Underwriters to offerees
and purchasers of the Units for at least the period during which a prospectus relating to the Units is required to be delivered under
the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the extent
that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced
in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate;
and (iii) it shall be in or convertible into a paper format or an electronic format, reasonably satisfactory to the Representative, that
will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such
recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time).
3.25
Private Placement Proceeds. On the Closing Date and each Option Closing Date, if any, the Company shall have caused
the applicable proceeds from the Warrant Private Placement to be deposited into the Trust Account in accordance with the Purchase Agreements.
3.26
Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate
any public or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing
expressly waive, in writing, any rights in or claims against the Trust Account.
3.27 Amendments
to Agreements. The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Purchase
Agreements or the Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld.
Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the
Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to
commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and
such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the
Representative.
3.28
Nasdaq. Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing
of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.
3.29
Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued
securities which are issuable upon exercise of the Warrants and Placement Warrants outstanding from time to time.
3.30
Notice of Disqualification Events. The Company will notify the Representative in writing, prior to the Closing Date,
of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would, with the passage of time, become
a Disqualification Event relating to any Company Covered Person.
3.32 Disqualification
of S-1. Until the earlier of seven years from the date hereof or until the Warrants have either expired and are no longer exercisable
or have all been exercised, the Company will use commercially reasonable efforts to avoid any action or actions that prevent or disqualify
the Company’s use of Form S-1 (or other appropriate form) for the registration of the shares of Common Stock issuable upon exercise
of the Warrants under the Act.
4.
Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Units,
as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company made
pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1
Regulatory Matters.
4.1.1
Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 4:00
p.m., New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative.
4.1.2
FINRA Clearance. By the Effective Date, the Underwriters shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3
No Commission Stop Order. At the Closing Date, the Commission has not issued any order or threatened to issue any
order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to
the Company’s knowledge, assuming reasonable inquiry, threatened to institute any proceedings with respect to such an order.
4.1.4
Nasdaq. The Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance and
evidence of satisfactory distribution, satisfactory evidence of which shall have been provided to the Representative.
4.2
Company Counsel Matters.
4.2.1
Closing Date and Option Closing Date Opinions of Counsel. On the Closing Date and the Option Closing Date, if any,
the Representative shall have received the favorable opinions and negative assurance statements of Blank Rome LLP, dated the Closing Date
or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in
form and substance satisfactory to the Representative and GM.
4.2.2
Reliance. In rendering such opinions, such counsels may rely as to matters of fact, to the extent they deem proper,
on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody
of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to the Representative’s counsel if requested.
4.3
Underwriter Counsel Matters. On the Closing Date and the Option Closing Date, if any, the Representative shall have
received the favorable opinion and negative assurance statement of Graubard Miller, dated the Closing Date or the Option Closing Date,
as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory
to the Representative.
4.4
Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any,
the Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and in
form and substance satisfactory in all respects (including the non-material nature of the changes or decreases, if any, referred to in
Section 4.4.3 below) to the Representative from Marcum dated, respectively, as of the date of this Agreement and as of the Closing
Date and Option Closing Date, if any:
4.4.1 Confirming
that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations and that
they have not, during the periods covered by the financial statements included in the Registration Statement, Preliminary Prospectus,
Sale Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)
of the Exchange Act;
4.4.2 Stating
that in their opinion the financial statements of the Company included in the Registration Statement, the Sale Preliminary Prospectus
and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the published
Regulations thereunder;
4.4.3 Stating
that, on the basis of their review, which included a reading of the latest available unaudited interim financial statements of the
Company (with an indication of the date of the latest available unaudited interim financial statements), a reading of the latest
available minutes of the stockholders and Board of Directors and the various committees of the Board of Directors, consultations
with officers and other employees of the Company responsible for financial and accounting matters and other specified procedures and
inquiries, nothing has come to their attention that would lead them to believe that (a) the unaudited financial statements of the
Company included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the Act and the Regulations or are not fairly presented in
conformity with GAAP applied on a basis substantially consistent with that of the audited financial statements of the Company
included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, or (b) at a date not later than five
days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any change in the share capital
or long-term debt of the Company, or any decrease in the stockholders’ equity of the Company as compared with amounts shown in
the June 30, 2021 balance sheet included in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, other
than as set forth in or contemplated by the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or, if there
was any decrease, setting forth the amount of such decrease, and (c) during the period from June 30, 2021 to a specified date not
later than five days prior to the Effective Date, Closing Date or Option Closing Date, as the case may be, there was any decrease in
revenues, net earnings or net earnings per share of Common Stock, in each case as compared with the corresponding period in the
preceding year and as compared with the corresponding period in the preceding quarter, other than as set forth in or contemplated by
the Registration Statement the Sale Preliminary Prospectus and the Prospectus, or, if there was any such decrease, setting forth the
amount of such decrease;
4.4.4 Setting
forth, at a date not later than five days prior to the Effective Date, the amount of liabilities of the Company (including a break-down
of commercial papers and notes payable to banks);
4.4.5 Stating
that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and other financial
information pertaining to the Company set forth in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus in each
case to the extent that such amounts, numbers, percentages, statements and information may be derived from the general accounting records,
including work sheets, of the Company and excluding any questions requiring an interpretation by legal counsel, with the results obtained
from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination
in accordance with generally accepted auditing standards) set forth in the letter and found them to be in agreement;
4.4.6 Statements
as to such other matters incident to the transaction contemplated hereby as the Representative or GM may reasonably request.
4.5
Officers’ Certificates.
4.5.1 Officers’
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a
certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant
Secretary of the Company (in their capacities as such), dated the Closing Date or the Option Closing Date, as the case may be,
respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement
to be performed or complied with by the Company prior to and as of the Closing Date, or the Option Closing Date, as the case may be,
and that the conditions set forth in Section 4 hereof have been satisfied as of such date and that, as of Closing Date and
the Option Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 hereof
are true and correct. In addition, the Representative will have received such other and further certificates of officers of the
Company (in their capacities as such) as the Representative may reasonably request.
4.5.2
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date
or the Option Date, as the case may be, respectively, certifying (i) that the Charter Documents are true and complete, have not been modified
and are in full force and effect, (ii) that the resolutions of the Company’s Board of Directors relating to the public offering
contemplated by this Agreement are in full force and effect and have not been modified, (iii) as to the accuracy and completeness of all
correspondence between the Company or its counsel and the Commission, (iv) as to the accuracy and completeness of all correspondence between
the Company or its counsel and Nasdaq and (v) as to the incumbency of the officers of the Company. The documents referred to in such certificate
shall be attached to such certificate.
4.6
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall
have been no material adverse change or development involving a Material Adverse Effect from the latest dates as of which such condition
is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been
pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other
administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or
financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order
shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming
reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither
the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.
4.7
Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies
of the Transaction Documents and all of the Insider Letters.
5.
Indemnification and Contribution.
5.1
Indemnification.
5.1.1
Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates
and their respective partners, members, directors, officers, employees and agents, and each person, if any, who controls each Underwriter
or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(a) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, Sale Preliminary
Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(b) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental authority, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that
(subject to Section 5.1.4) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably
be delayed, conditioned or withheld;
(c) against
any and all loss, liability, claim, damage and expense whatsoever (including the reasonable fees and disbursements of counsel), as reasonably
incurred, in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority,
commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement
or omission (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above, provided, however, that
the indemnity agreement set forth in clauses (a) through (c) shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity
with the Underwriters’ Information or an Underwriter’s failure to deliver a copy of the Prospectus; and
(d) against
any and all claims, actions, suits, proceedings, damages, liabilities, and expenses, incurred by any of them including the
reasonable fees and expenses of counsel, as incurred, that are related to or arise out of any Marketing Activities (need to define)
, and the Company shall reimburse any Indemnified Person for all fees, costs, expenses (including the reasonable fees and expenses
of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action,
suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party;
provided that the Company will not, however, be responsible to an Indemnified Person for any portion of any such claim, action,
suit, proceeding, damage, liability or expense that is finally judicially determined by a court of competent jurisdiction (not
subject to further appeal) to the extent having resulted primarily from the bad faith, gross negligence or willful misconduct of the
Indemnified Person seeking such indemnification.
5.1.2
Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each
person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against
any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary
prospectus, the Sale Preliminary Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to
the foregoing), in reliance upon and in conformity with Underwriters’ Information.
5.1.3 Notifications
and Other Indemnification Procedures. Any party that proposes to assert the right to be indemnified under this Section 5.1 will,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 5.1, notify each such indemnifying party of the commencement of such action,
enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party
from (i) any liability that it might have to any indemnified party otherwise than under this Section 5.1 and (ii) any liability that
it may have to any indemnified party under the foregoing provision of this Section 5.1 unless, and only to the extent that, such
omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought
against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to
participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving
notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified,
to assume the defense of, the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the
indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the
indemnified party for any other legal expenses except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ
its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such
indemnified party unless (A) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (B) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to
it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (C) a conflict
or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of
the indemnified party) or (D) the indemnifying party has not in fact employed counsel to assume the defense of such action or
counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the
commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges
of more than one separate firm admitted to practice in such jurisdiction (plus local counsel) at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected
without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or
compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
contemplated by this Section 5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or
consent (x) includes an express and unconditional release of each indemnified party (which consent shall not unreasonably withheld
or delayed), in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such
litigation, investigation, proceeding or claim and (y) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.
5.1.4
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be
liable for any settlement of the nature contemplated by Section 5.1.1(b) effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement and (iv) such
settlement contains a waiver of claims against the Trust Account.
5.2
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification
provided for in the foregoing paragraphs of Section 5.1 is applicable in accordance with its terms but for any reason is held to be unavailable
or insufficient from the Company or the Underwriters, the Company and the Underwriters will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted) to which any indemnified party may be subject in such proportion
as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand.
The relative benefits received by the Company on the one hand and the Underwriters on the other hand shall be deemed to be in the same
proportion as the total net proceeds from the sale of the Offered Shares (before deducting expenses) received by the Company bear to
the total compensation received by the Underwriters (before deducting expenses) from the sale of Units on behalf of the Company. If,
but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall
be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also
the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this Section 5.2 were to be determined by pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss,
claim, liability, expense or damage, or action in respect thereof, referred to above in this Section 5.2 shall be deemed to include,
for the purpose of this Section 5.2, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim to the extent consistent with Section 5.1.3. Notwithstanding the foregoing provisions of Section
5.1 and this Section 5.2, the Underwriters shall not be required to contribute any amount in excess of the commissions actually received
by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
5.2, any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the respective Underwriters
and any officers, directors, partners, employees or agents of the Underwriters or their respective affiliates, will have the same rights
to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be
made under this Section 5.2, will notify any such party or parties from whom contribution may be sought, but the omission to so notify
will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this
Section 5.2 except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses
of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 5.1.3, no
party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required
pursuant to Section 5.1.3.
6.
Default by an Underwriter.
6.1
Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates
shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2 Default
Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10%
of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm
Units to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating
to more than 10% of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall
be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the
Representative to purchase said Firm Units on such terms. In the event that neither the Representative nor the Company arrange
for the purchase of the Firm Units to which a default relates as provided in this Section 6, this Agreement may be
terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections
3.10, 5, and 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that
nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company
for damages occasioned by its default hereunder.
6.3
Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased
by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company
shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order
to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in
any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement
and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with
like effect as if it had originally been a party to this Agreement with respect to such securities.
7.
Additional Covenants.
7.1
Additional Shares or Options. The Company hereby agrees that until the consummation of a Business Combination, it
shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any preferred shares or
other securities of the Company which participate in any manner in the Trust Account or which vote as a class with the Common Stock on
a Business Combination.
7.2 Trust
Account Waiver Acknowledgments. The Company hereby agrees that it will use its reasonable best efforts prior to commencing its
due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business
and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and
subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus
and understands that the Company has established the Trust Account, initially in an amount of $201,000,000 (plus any gross proceeds
from any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the
interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the
Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with
the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business
Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the
consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business
for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may
be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies
in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company
may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the
approving vote of at least a majority of its Board of Directors.
7.3
Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach
of any of the Insider Letters and will not allow any amendments to, or waivers of, such Insider Letters without the prior written consent
of the Representative, which consent shall not be unreasonably withheld.
7.4
Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule
419 under the Act prior to the consummation of any Business Combination, including but not limited to using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.5
Tender Offer Documents, Proxy Materials and Other Information. The Company shall provide to the Representative or
its counsel (if so instructed by the Representative) with ten (10) copies of all tender offer documents or proxy information and all related
material filed with the Commission in connection with a Business Combination concurrently with such filing with the Commission. Documents
filed with the Commission pursuant to its EDGAR system shall be deemed to have been provided to the Representative pursuant to this Section.
In addition, the Company shall furnish any other state in which its initial public offering was registered, such information as may be
requested by such state.
7.6
Emerging Growth Company. The Company shall promptly notify the Representative if the Company ceases to be an Emerging
Growth Company at any time prior to the completion of the distribution of the Securities within the meaning of the Act.
7.7 Target
Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal to at least
80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such
Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be
determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as
actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to
independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from
an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the
satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s
Board of Directors independently determines that the Target Business does have sufficient fair market value.
8.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations,
warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing
Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including
the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Underwriters, the Company or any Controlling Person, and shall survive termination of this Agreement or the
issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations
and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations,
warranties and agreements shall terminate and be of no further force and effect.
9.
Effective Date of This Agreement and Termination Thereof.
9.1
Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement
is declared effective by the Commission.
9.2
Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing
Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s reasonable
opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New
York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted
on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for
securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission
or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or a meaningful
increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or
(v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market,
or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other
calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make
it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations,
warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse
change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as
a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to
proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public
Securities.
9.3 Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified
herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket expenses related
to the transactions contemplated herein shall be governed by Section 3.10 hereof and (ii) the Company shall reimburse the Representative
for any costs and expenses incurred in connection with enforcing any provisions of this Agreement.
9.4 Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and
whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election
or termination or failure to carry out the terms of this Agreement or any part hereof.
10.
Miscellaneous.
10.1
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and
shall be mailed by certified mail (with return receipt), delivered by hand or reputable overnight courier or delivered by facsimile transmission
(with printed confirmation of receipt) and confirmed and shall be deemed given when so mailed, delivered or faxed or if mailed, two days
after such mailing.
If to the Representative:
Cantor Fitzgerald & Co.
499 Park Avenue
New York, New York 10022
Attn: General Counsel
Facsimile: (212) 829-4708
Email:
Copy (which copy shall not constitute notice) to:
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Attn: David Alan Miller, Esq.
Facsimile: (888) 225-0104
Email: dmiller@graubard.com
If to the Company:
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
Attn:
Facsimile:
Email:
Copy (which copy shall not constitute notice) to:
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Attn: Robert Mittman, Esq. and Brad L. Shiffman, Esq.
Facsimile: (212)885-5001
Email:
10.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any
way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
10.3
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
10.4
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or
in connection with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and
thereof, and supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
10.5
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative,
the Underwriters, the Selected Dealers, the Company and the Controlling Persons, directors, agents, partners, members, employees and officers
referred to in Section 5 hereof, and their respective successors, legal representatives and assigns, and no other person shall
have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any
provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of
securities from the Underwriters.
10.6
Waiver of Immunity. To the extent that the Company may be entitled in any jurisdiction in which judicial proceedings
may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from
suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process
with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to the Company such
an immunity (whether or not claimed), the Company hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum
extent permitted by law.
10.7 Submission
to Jurisdiction. Each of the Company and the Representative irrevocably submit to the nonexclusive jurisdiction of any New York
State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus or the
offering of the Securities. Each of the Company and the Representative irrevocably waives, to the fullest extent permitted by law,
any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any
such process or summons to be served upon the Company or the Representative may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company or the Representative in any
action, proceeding or claim. Each of the Company and the Representative waives, to the fullest extent permitted by law, any other
requirements of or objections to personal jurisdiction with respect thereto. Notwithstanding the foregoing, any action based on this
Agreement may be instituted by the Underwriters in any competent court. The Company agrees that the Underwriters shall be entitled
to recover all of their reasonable attorneys’ fees and expenses relating to any action or proceeding and/or incurred in
connection with the preparation therefor if any of them are the prevailing party in such action or proceeding. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10.8
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of
another jurisdiction.
10.9
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute
valid and sufficient delivery thereof.
10.10
Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
10.11
No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant
to this Agreement is an arm’s-length commercial transaction pursuant to a contractual relationship between the Company and the
Underwriters, (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal
and not the agent or fiduciary of the Company, (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor
of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters
have advised or are currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly
set forth in this Agreement, (iv) in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the
Company, its management, stockholders, creditors or any other person in connection with any activity that the Underwriters may undertake
or have undertaken in furtherance of this offering of the Company’s securities, either before or after the date hereof and (v)
the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Underwriters hereby expressly
disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement
or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company
agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe a fiduciary or similar
duty to the Company, in connection with such transaction or the process leading thereto. The Company and the Underwriters agree that
they are each responsible for making their own independent judgment with respect to any such transactions, and that any opinions or views
expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect
to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect
to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions.
[Remainder of page intentionally left blank]
If the foregoing correctly sets forth the understanding between the
Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a
binding agreement between us.
Accepted on the date first above written.
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CANTOR FITZGERALD & CO., as Representative of the several underwriters
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[Signature page to Underwriting Agreement, dated
____________, 2021]
SCHEDULE A
Future
Health ESG Corp.
20,000,000 Units
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Underwriter
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Number of Firm Units
to be Purchased
|
|
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Cantor Fitzgerald & Co.
|
|
|
|
|
|
|
|
|
|
|
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TOTAL
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20,000,000
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SCHEDULE B
None
EXHIBIT A
FORM OF TARGET BUSINESS LETTER
Future Health ESG Corp.
Gentlemen:
Reference is made to the Final Prospectus of Future
Health ESG Corp. (the “Company”), dated as of ____________, 2021 (the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that
the Company has established the Trust Account, initially in an amount of at least $201,000,000 for the benefit of the Public Stockholders
and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion
of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the
Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination,
(ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required time period set forth in
its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after or concurrently with the
consummation of a Business Combination.
For and in consideration of the Company agreeing
to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not
have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and
hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason whatsoever.
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Print Name of Target Business
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Authorized Signature of Target Business
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EXHIBIT B
FORM OF VENDOR LETTER
Future Health ESG Corp.
Gentlemen:
Reference is made to the Final Prospectus of Future
Health ESG Corp. (the “Company”), dated as of ____________, 2021 the “Prospectus”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus.
We have read the Prospectus and understand that
the Company has established the Trust Account, initially in an amount of at least $201,000,000 for the benefit of the Public Stockholders
and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion
of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the
Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination,
(ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the required time period set forth in
its Certificate of Incorporation as the same may be amended from time to time, or (iii) to the Company after or concurrently with the
consummation of a Business Combination.
For and in consideration of the Company agreeing
to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of
any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the
future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for
any reason whatsoever.
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Authorized Signature of Vendor
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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
FUTURE HEALTH ESG CORP.
The undersigned, for the purposes of forming
a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby
certify as follows:
FIRST.
The name of the corporation is Future Health ESG Corp. (the “Corporation”).
SECOND.
The address of the Corporation’s registered office in the State of Delaware is 8 The Green, Suite A in Kent County,
Dover, DE 19901. The name of its registered agent at such address is A Registered Agent, Inc.
THIRD. The purpose of the Corporation is
to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State
of Delaware, as amended from time to time (the “DGCL”).
FOURTH.
The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation shall
have authority to issue is 71,000,000, of which (a) 70,000,000 shares shall be common stock (the “Common Stock”)
and (b) 1,000,000 shares shall be preferred stock (the “Preferred Stock”).
A. Preferred Stock. The Board of Directors
is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights
and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and
as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all
of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless
a vote of any such holders is required pursuant to any Preferred Stock Designation.
B. Common Stock.
(i) Except as otherwise required by law or
as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting
power.
(ii) The holders of shares of Common Stock
shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of
the Common Stock are entitled to vote.
FIFTH. The name and mailing address of the
sole incorporator of the Corporation are as follows:
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Travis A. Morgan
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6100 Technology Center Dr.
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Indianapolis, IN 46278
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SIXTH. The following provisions are inserted
for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation
and regulation of the powers of the Corporation and of its directors and stockholders:
A. The number of directors of the Corporation
shall be as from time to time fixed by, or in the manner provided in, the by-laws of the Corporation. Election of directors need
not be by ballot unless the by-laws of the Corporation so provide.
B. The Board of Directors shall have
the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation.
C. The directors in their discretion
may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the
stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or
be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy
at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by
proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified
by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of
directors’ interests, or for any other reason.
D. In addition to the powers and authorities
hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes
of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however,
that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been
made.
SEVENTH. A. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by
such director as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by
the DGCL, as so amended. Any repeal or modification of this Section A of Article Seventh by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the
time of such repeal or modification.
B. The Corporation, to the full extent
permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative,
or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall
be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to
be indemnified by the Corporation as authorized hereby.
EIGHTH. Whenever a compromise or arrangement
is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders
or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way
of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for
this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree
to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement,
the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.
IN
WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation this 25th day of February,
2021.
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/s/ Travis A. Morgan
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Travis A. Morgan
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Sole Incorporator
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Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FUTURE HEALTH ESG CORP.
[ ], 2021
Future Health ESG Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Future Health ESG Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 25, 2021 (the “Original Certificate”).
2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was duly adopted by the Board of Directors of the Corporation (the “Board”) and the stockholders of the Corporation in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
3. This Amended and Restated Certificate restates, integrates and amends the provisions of the Original Certificate. Certain capitalized terms used in this Amended and Restated Certificate are defined where appropriate herein.
4. The text of the Original Certificate is hereby restated and amended in its entirety to read as follows:
ARTICLE I
NAME
The name of the corporation is Future Health ESG Corp. (the “Corporation”).
ARTICLE II
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Corporation and one or more businesses (a “Business Combination”).
ARTICLE III
REGISTERED AGENT
The address of the Corporation’s registered office in the State of Delaware is 8 The Green, Suite #12081, County of Kent, Dover, DE 19901. The name of its registered agent at such address is A Registered Agent, Inc.
ARTICLE IV
CAPITALIZATION
Section 4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 505,000,000, consisting of (a) 500,000,000 shares of common stock (the “Common Stock”), and (b) 5,000,000 shares of preferred stock (the “Preferred Stock”).
Section 4.2 Preferred Stock. Subject to Article IX of this Amended and Restated Certificate, the Preferred Stock may be issued from time to time in one or more series. The Board is hereby expressly authorized to provide for the issuance of shares of the Preferred Stock in one or more series and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional and other special rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
Section 4.3 Common Stock.
(a) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation. Subject to the provisions in Article IX hereof, the holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.
(b) Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation and Section 9.9 hereof), at any annual or special meeting of the stockholders of the Corporation, the holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Amended and Restated Certificate (including a Preferred Stock Designation), the holders of the Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any amendment to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of the Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) or the DGCL.
(c) Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, the holders of the shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation legally available therefor, and shall share equally on a per share basis in such dividends and distributions.
(d) Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of the shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.
Section 4.4 Rights and Options. The Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to purchase shares of any class or series of the Corporation’s capital stock or other securities of the Corporation, and such rights, warrants and options shall be evidenced by or in instrument(s) approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock subject thereto may not be less than the par value thereof.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Amended and Restated Certificate and the Bylaws.
Section 5.2 Number, Election and Term.
(a) The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws.
(b) Subject to Section 5.5 hereof, the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate; and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.
(c) Subject to Section 5.5 hereof, a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
(d) Unless and except to the extent that the Bylaws shall so require, the election of directors need not be by written ballot. The holders of shares of Common Stock shall not have cumulative voting rights.
Section 5.3 Newly Created Directorships and Vacancies. Subject to Sections 5.5 and 9.9 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the director to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Section 5.4 Removal. Subject to Section 5.5 hereof and except as otherwise provided for by this Amended and Restated Certificate (including as set forth on Section 9.9 hereof), any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class.
Section 5.5 Preferred Stock – Directors. Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such terms.
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
ARTICLE VII
MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
Section 7.1 Meetings. Subject to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board (or, if applicable, any Co-Chairman of the Board), Chief Executive Officer (or, if applicable, any Co-Chief Executive Officer) of the Corporation, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of the Corporation to call a special meeting is hereby specifically denied.
Section 7.2 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
Section 7.3 Action by Written Consent. Subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders of the Corporation.
ARTICLE VIII
LIMITED LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
Section 8.2 Indemnification and Advancement of Expenses.
(a) To the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify, defend and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, excise taxes and penalties under the Employee Retirement Income Security Act and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.
(b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
(c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
(d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.
ARTICLE IX
BUSINESS COMBINATION REQUIREMENTS; EXISTENCE
Section 9.1 General.
(a) The provisions of this Article IX shall apply during the period commencing upon the effectiveness of this Amended and Restated Certificate and terminating upon the consummation of the Corporation’s initial Business Combination and no amendment to this Article IX shall be effective prior to the consummation of the initial Business Combination unless approved by the affirmative vote of the holders of at least fifty percent (50%) of all then outstanding shares of the Common Stock.
(b) Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the
proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the
Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the
“SEC”) on [ ], 2021, as amended (the
“Registration Statement”), shall be deposited in a trust account (the “Trust
Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust
agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held in the
Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until
the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as
defined below) if the Corporation is unable to complete its initial Business Combination within 15 months from the closing of the
Offering and (iii) the redemption of Offering Shares in connection with a vote seeking to amend any provisions of this Amended and
Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation
to allow or effectuate redemptions as described in the Registration Statement or (B) relating to stockholders’ rights or
pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Corporation’s
Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such
holders are the initial stockholders of the Corporation or officers or directors of the Corporation, or affiliates of any of the
foregoing) are referred to herein as “Public Stockholders.” The term “initial
stockholders of the Corporation” means the purchasers of shares of Common Stock prior to the Offering.
Section 9.2 Redemption Rights.
(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed (which redemption may be in the form of a repurchase by the Corporation) upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); provided, however, that the Corporation shall not redeem Offering Shares to the extent that such redemption would result in the Corporation having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of less than $5,000,001 immediately prior to or upon consummation of any Business Combination (such limitation hereinafter called the “Redemption Limitation”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
(b) If the Corporation offers to redeem the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Tender Offer Rules”) which it shall commence prior to the consummation of the initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of the initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by law to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to the stockholders for their approval for business or other reasons, the Corporation shall offer to redeem the Offering Shares, subject to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof in conjunction with a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price calculated in accordance with the following provisions of this Section 9.2(b). In the event that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of taxes payable), by (ii) the total number of then outstanding Offering Shares. If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to a proxy solicitation, the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (net of taxes payable), by (b) the total number of then outstanding Offering Shares.
(c) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, 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(d)(3) of the Exchange Act), shall be restricted from redeeming Offering Shares with respect to more than an aggregate of 15% of the Offering Shares without the consent of the Corporation.
(d) In the event
that the Corporation has not consummated an initial Business Combination within 15 months from the closing of the Offering, the
Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on
deposit in the Trust Account, including interest (net of taxes payable, and less up to $100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish
rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.
(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination and (ii) the Redemption Limitation is not exceeded.
(f) If the Corporation conducts a tender offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption Limitation is not exceeded.
Section 9.3 Distributions from the Trust Account.
(a) A Public Stockholder shall be entitled to receive funds from the Trust Account only as provided in Sections 9.2(a), 9.2(b), 9.2(d) or 9.7 hereof. In no other circumstances shall a Public Stockholder have any right or interest of any kind in or to distributions from the Trust Account, and no stockholder other than a Public Stockholder shall have any interest in or to the Trust Account.
(b) Each Public Stockholder that does not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising their Redemption Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Stockholder of the Redemption Rights (and any withdrawal of any exercise of such rights) shall be conditioned on such Public Stockholder following the specific procedures for redemptions (or withdrawals, as applicable) set forth by the Corporation in any applicable tender offer or proxy materials sent to the Corporation’s Public Stockholders relating to the proposed initial Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall be made as promptly as practical after the consummation of the initial Business Combination.
(d) Share Issuances. Prior to the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business Combination or on any amendment to this Article IX.
(e) Transactions with Affiliates. In the event the Corporation enters into an initial Business Combination with a target business that is affiliated with any initial stockholder of the Corporation or the directors or officers of the Corporation, the Corporation, or a committee of the independent directors of the Corporation, shall obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority or from an independent accounting firm that such Business Combination is fair to the Corporation from a financial point of view.
(f) No Transactions with Other Blank Check Companies. The Corporation shall not enter into an initial Business Combination with solely another blank check company or a similar company with nominal operations.
(g) Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate that would modify the substance or timing of the Corporation’s obligation to allow or effectuate redemptions as described in the Registration Statement, or with respect to any other provision herein relating to stockholder’s rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
(h) Minimum Value of Target. So long as the Corporation’s securities are listed on a national securities exchange, the Corporation’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting discount and taxes payable).
(i) Approval of Business Combination. Notwithstanding any other provision in this Amended and Restated Certificate, approval of the initial Business Combination shall require the affirmative vote of a majority of the Board, which must include a majority of the Corporation’s independent directors.
ARTICLE X
CORPORATE OPPORTUNITY
The doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors in circumstances where the application of any such doctrine to a corporate opportunity would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of the Corporation unless (i) such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) the director or officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.
ARTICLE XI
AMENDMENT OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
The Corporation reserves the right to at any time and from time to time amend, alter, change or repeal any provision contained in this Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article XI; provided, however, that Article IX of this Amended and Restated Certificate may be amended only as provided therein.
ARTICLE XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS
Section 12.1 Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, or any claim for aiding and abetting such alleged breach, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or the By-Laws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or arising under the federal securities laws, including the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this Section 12.1 shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum.
Section 12.2 Consent to Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 immediately above is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 12.1 immediately above (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Section 12.3 Severability. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
IN WITNESS WHEREOF, Future Health ESG Corp. has caused this Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.
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Future Health ESG Corp.
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By:
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Name:
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Travis A. Morgan
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Title:
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Chief Financial Officer
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Exhibit 3.3
BYLAWS
OF
FUTURE HEALTH ESG CORP. (THE “CORPORATION”)
ARTICLE I
OFFICES
Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.
Section 1.2. Additional Offices. The Corporation may, in addition to its registered office in the State of Delaware, have such other offices and places of business, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine or as the business and affairs of the Corporation may require.
ARTICLE II
STOCKHOLDERS MEETINGS
Section 2.1. Annual Meetings. The annual meeting of stockholders shall be held at such place and time and on such date as shall be determined by the Board and stated in the notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a). At each annual meeting, the stockholders entitled to vote on such matters shall elect those directors of the Corporation to fill any term of a directorship that expires on the date of such annual meeting and may transact any other business as may properly be brought before the meeting.
Section 2.2. Special Meetings. Subject to the rights of the holders of any outstanding series of the preferred stock of the Corporation (“Preferred Stock”), and to the requirements of applicable law, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board. Special meetings of stockholders shall be held at such place and time and on such date as shall be determined by the Board and stated in the Corporation’s notice of the meeting, provided that the Board may in its sole discretion determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication pursuant to Section 9.5(a).
Section 2.3. Notices. Notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be given in the manner permitted by Section 9.3 to each stockholder entitled to vote thereat by the Corporation not less than 10 nor more than 60 days before the date of the meeting. If said notice is for a stockholders meeting other than an annual meeting, it shall in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting shall be limited to the matters so stated in the Corporation’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any special meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement (as defined in Section 2.7(c)) given before the date previously scheduled for such meeting.
Section 2.4. Quorum. Except as otherwise provided by applicable law, the Corporation’s Certificate of Incorporation, as the same may be amended or restated from time to time (the “Certificate of Incorporation”) or these Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum shall not be present or represented by proxy at any meeting of the stockholders of the Corporation, the chairman of the meeting may adjourn the meeting from time to time in the manner provided in Section 2.6 until a quorum shall attend. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the voting power of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any such other corporation to vote shares held by it in a fiduciary capacity.
Section 2.5. Voting of Shares.
(a) Voting Lists. The Secretary shall prepare, or shall cause the officer or agent who has charge of the stock ledger of the Corporation to prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders of record entitled to vote at such meeting and showing the address and the number of shares registered in the name of each stockholder. Nothing contained in this Section 2.5(a) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication as permitted by Section 9.5(a), the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.5(a) or to vote in person or by proxy at any meeting of stockholders.
(b) Manner of Voting. At any stockholders meeting, every stockholder entitled to vote may vote in person or by proxy. If authorized by the Board, the voting by stockholders or proxy holders at any meeting conducted by remote communication may be effected by a ballot submitted by electronic transmission (as defined in Section 9.3), provided that any such electronic transmission must either set forth or be submitted with information from which the Corporation can determine that the electronic transmission was authorized by the stockholder or proxy holder. The Board, in its discretion, or the chairman of the meeting of stockholders, in such person’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.
(c) Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed with the Secretary before being voted. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, either of the following shall constitute a valid means by which a stockholder may grant such authority.
(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.
(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
(d) Required Vote. Subject to the rights of the holders of one or more series of the Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. All other matters shall be determined by the vote of a majority of the votes cast by the common stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these Bylaws or applicable stock exchange rules, a different vote is required, in which case such provision shall govern and control the decision of such matter.
(e) Inspectors of Election. The Board may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more persons as inspectors of election, who may be employees of the Corporation or otherwise serve the Corporation in other capacities, to act at such meeting of stockholders or any adjournment thereof and to make a written report thereof. The Board may appoint one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspectors of election or alternates are appointed by the Board, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain and report the number of outstanding shares and the voting power of each; determine the number of shares present in person or represented by proxy at the meeting and the validity of proxies and ballots; count all votes and ballots and report the results; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. No person who is a candidate for an office at an election may serve as an inspector at such election. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors.
Section 2.6. Adjournments. Any meeting of stockholders, annual or special, may be adjourned by the chairman of the meeting, from time to time, whether or not there is a quorum, to reconvene at the same or some other place. Notice need not be given of any such adjourned meeting if the date, time, and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class or series of stock entitled to vote separately as a class, as the case may be, may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 2.7. Advance Notice for Business.
(a) Annual Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.3 will be considered for election at such meeting.
(i) In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and such business must otherwise be a proper matter for stockholder action. Subject to Section 2.7(a)(iii), a stockholder’s notice to the Secretary with respect to such business, to be timely, must be received by the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Corporation. The public announcement of an adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described in this Section 2.7(a).
(ii) To be in proper written form, a stockholder’s notice to the Secretary with respect to any business (other than nominations) must set forth as to each such matter such stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event such business includes a proposal to amend these Bylaws, the language of the proposed amendment) and the reasons for conducting such business at the annual meeting, (B) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, (E) any material interest of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (F) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
(iii) The foregoing notice requirements of this Section 2.7(a) shall be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified the Corporation of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such stockholder has complied with the requirements of Rule 14a-8 for inclusion of such proposal in a proxy statement prepared by the Corporation to solicit proxies for such annual meeting. No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.7(a), provided, however, that once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.7(a) shall be deemed to preclude discussion by any stockholder of any such business. If the Board or the chairman of the annual meeting determines that any stockholder proposal was not made in accordance with the provisions of this Section 2.7(a) or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2.7(a), such proposal shall not be presented for action at the annual meeting. Notwithstanding the foregoing provisions of this Section 2.7(a), if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such matter may have been received by the Corporation.
(iv) In addition to the provisions of this Section 2.7(a), a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 2.7(a) shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only pursuant to Section 3.3.
(c) Public Announcement. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
Section 2.8. Conduct of Meetings. The chairman of each annual and special meeting of stockholders shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Board. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board may adopt such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Section 2.9. Consents in Lieu of Meeting. Unless otherwise provided by the Certificate of Incorporation, and subject to the proviso in Section 2.1, until the corporation consummates an initial public offering, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this section and Delaware Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
ARTICLE III
DIRECTORS
Section 3.1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. Directors need not be stockholders or residents of the State of Delaware.
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(a)
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Chairman of the Board. The Chairman of the Board shall preside when present at all meetings of the stockholders and the Board. The Chairman of the Board shall have general supervision and control of the acquisition activities of the Corporation subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The powers and duties of the Chairman of the Board shall not include supervision or control of the preparation of the financial statements of the Corporation (other than through participation as a member of the Board).
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Section 3.2. Number and Election. The Board shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed at five members and thereafter from time to time by the Board. If the Board consists of three or more directors, the Board will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to the first annual meeting of stockholders) serving a three-year term. In such a case, (i) the term of office of the first class of directors will expire at the first annual meeting of stockholders (ii) the term of office of the second class of directors will expire at the second annual meeting of stockholders and (iii) the term of office of the third class of directors will expire at the third annual meeting of stockholders.
Section 3.3. Advance Notice for Nomination of Directors.
(a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided by the terms of one or more series of Preferred Stock with respect to the rights of holders of one or more series of Preferred Stock to elect directors. Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Corporation’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote in an election of directors on the date of the giving of the notice provided for in this Section 3.3 and on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in this Section 3.3.
(b) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the opening of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by the Corporation; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this Section 3.3.
(c) Notwithstanding anything in paragraph (b) of this Section 3.3 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is greater than the number of directors whose terms expire on the date of the annual meeting and there is no public announcement by the Corporation naming all of the nominees for the additional directors to be elected or specifying the size of the increased Board before the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders, a stockholder’s notice required by this Section 3.3 shall also be considered timely, but only with respect to nominees for the additional directorships created by such increase that are to be filled by election at such annual meeting, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the date on which such public announcement was first made by the Corporation.
(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the nomination is made, (B) the class or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by such stockholder and the beneficial owner, if any, on whose behalf the nomination is made, (C) a description of all arrangements or understandings relating to the nomination to be made by such stockholder among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, each proposed nominee and any other person or persons (including their names), (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder and the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
(e) If the Board or the chairman of the meeting of stockholders determines that any nomination was not made in accordance with the provisions of this Section 3.3, then such nomination shall not be considered at the meeting in question. Notwithstanding the foregoing provisions of this Section 3.3, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders of the Corporation to present the nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such nomination may have been received by the Corporation.
(f) In addition to the provisions of this Section 3.3, a stockholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 3.3 shall be deemed to affect any rights of the holders of Preferred Stock to elect directors pursuant to the Certificate of Incorporation.
Section 3.4. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be reimbursed their expenses, if any, of attendance at each meeting of the Board and may be paid either a fixed sum for attendance at each meeting of the Board or other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees of the Board may be allowed like compensation and reimbursement of expenses for service on the committee.
ARTICLE IV
BOARD MEETINGS
Section 4.1. Annual Meetings. The Board shall meet as soon as practicable after the adjournment of each annual stockholders meeting at the place of the annual stockholders meeting unless the Board shall fix another time and place and give notice thereof in the manner required herein for special meetings of the Board. No notice to the directors shall be necessary to legally convene this meeting, except as provided in this Section 4.1.
Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings of the Board may be held without notice at such times, dates and places as shall from time to time be determined by the Board.
Section 4.3. Special Meetings. Special meetings of the Board (a) may be called by the Chairman of the Board or President and (b) shall be called by the Chairman of the Board, President or Secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request. Notice of each special meeting of the Board shall be given, as provided in Section 9.3, to each director (i) at least 24 hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (ii) at least two days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five days before the meeting if such notice is sent through the United States mail. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. Except as may be otherwise expressly provided by applicable law, the Certificate of Incorporation, or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of such meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 9.4.
Section 4.4. Quorum; Required Vote. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions (or paper reproductions thereof) are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 4.6. Organization. The chairman of each meeting of the Board shall be the Chairman of the Board or, in the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) or, in the absence (or inability or refusal to act) of the Chief Executive Officer or if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or in the absence (or inability or refusal to act) of the President or if the President is not a director, a chairman elected from the directors present. The Secretary shall act as secretary of all meetings of the Board. In the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary shall perform the duties of the Secretary at such meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 5.1. Establishment. The Board may by resolution passed by a majority of the Board designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.
Section 5.2. Available Powers. Any committee established pursuant to Section 5.1 hereof, to the extent permitted by applicable law and by resolution of the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.
Section 5.3. Alternate Members. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.
Section 5.4. Procedures. Unless the Board otherwise provides, the time, date, place, if any, and notice of meetings of a committee shall be determined by such committee. At meetings of a committee, a majority of the number of members of the committee (but not including any alternate member, unless such alternate member has replaced any absent or disqualified member at the time of, or in connection with, such meeting) shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the committee, except as otherwise specifically provided by applicable law, the Certificate of Incorporation, these Bylaws or the Board. If a quorum is not present at a meeting of a committee, the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. Unless the Board otherwise provides and except as provided in these Bylaws, each committee designated by the Board may make, alter, amend and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board is authorized to conduct its business pursuant to Article III and Article IV of these Bylaws.
ARTICLE VI
OFFICERS
Section 6.1. Officers. The officers of the Corporation elected by the Board shall be a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a President, Vice Presidents, Assistant Secretaries, and a Treasurer) as the Board from time to time may determine. Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article VI. Such officers shall also have such powers and duties as from time to time may be conferred by the Board. The Chief Executive Officer or President may also appoint such other officers (including without limitation one or more Vice Presidents and Controllers) as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers shall have such powers and duties and shall hold their offices for such terms as may be provided in these Bylaws or as may be prescribed by the Board or, if such officer has been appointed by the Chief Executive Officer or President, as may be prescribed by the appointing officer.
(a) Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall have general supervision of the affairs of the Corporation and general control of all of its business subject to the ultimate authority of the Board, and shall be responsible for the execution of the policies of the Board with respect to such matters, except to the extent any such powers and duties have been prescribed to the Chairman of the Board pursuant to Section 6.1(a) above. In the absence (or inability or refusal to act) of the Chairman of the Board, the Chief Executive Officer (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The position of Chief Executive Officer and President may be held by the same person.
(b) President. The President shall make recommendations to the Chief Executive Officer on all operational matters that would normally be reserved for the final executive responsibility of the Chief Executive Officer. In the absence (or inability or refusal to act) of the Chairman of the Board and Chief Executive Officer, the President (if he or she shall be a director) shall preside when present at all meetings of the stockholders and the Board. The President shall also perform such duties and have such powers as shall be designated by the Board. The position of President and Chief Executive Officer may be held by the same person.
(c) Vice Presidents. In the absence (or inability or refusal to act) of the President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board) shall perform the duties and have the powers of the President. Any one or more of the Vice Presidents may be given an additional designation of rank or function.
(d) Secretary.
(i) The Secretary shall attend all meetings of the stockholders, the Board and (as required) committees of the Board and shall record the proceedings of such meetings in books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, Chief Executive Officer or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature.
(ii) The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, if one has been appointed, a stock ledger, or duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares held by each and, with respect to certificated shares, the number and date of certificates issued for the same and the number and date of certificates cancelled.
(e) Assistant Secretaries. The Assistant Secretary or, if there be more than one, the Assistant Secretaries in the order determined by the Board shall, in the absence (or inability or refusal to act) of the Secretary, perform the duties and have the powers of the Secretary.
(f) Chief Financial Officer. The Chief Financial Officer shall perform all duties commonly incident to that office (including, without limitation, the care and custody of the funds and securities of the Corporation, which from time to time may come into the Chief Financial Officer’s hands and the deposit of the funds of the Corporation in such banks or trust companies as the Board, the Chief Executive Officer or the President may authorize).
(g) Treasurer. The Treasurer shall, in the absence (or inability or refusal to act) of the Chief Financial Officer, perform the duties and exercise the powers of the Chief Financial Officer.
Section 6.2. Term of Office; Removal; Vacancies. The elected officers of the Corporation shall be appointed by the Board and shall hold office until their successors are duly elected and qualified by the Board or until their earlier death, resignation, retirement, disqualification, or removal from office. Any officer may be removed, with or without cause, at any time by the Board. Any officer appointed by the Chief Executive Officer or President may also be removed, with or without cause, by the Chief Executive Officer or President, as the case may be, unless the Board otherwise provides. Any vacancy occurring in any elected office of the Corporation may be filled by the Board. Any vacancy occurring in any office appointed by the Chief Executive Officer or President may be filled by the Chief Executive Officer, or President, as the case may be, unless the Board then determines that such office shall thereupon be elected by the Board, in which case the Board shall elect such officer.
Section 6.3. Other Officers. The Board may delegate the power to appoint such other officers and agents, and may also remove such officers and agents or delegate the power to remove same, as it shall from time to time deem necessary or desirable.
Section 6.4. Multiple Officeholders; Stockholder and Director Officers. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide. Officers need not be stockholders or residents of the State of Delaware.
ARTICLE VII
SHARES
Section 7.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, subject to the sole discretion of the Board.
Section 7.2. Multiple Classes of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the Corporation shall (a) cause the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights to be set forth in full or summarized on the face or back of any certificate that the Corporation issues to represent shares of such class or series of stock or (b) in the case of uncertificated shares, within a reasonable time after the issuance or transfer of such shares, send to the registered owner thereof a written notice containing the information required to be set forth on certificates as specified in clause (a) above; provided, however, that, except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate or, in the case of uncertificated shares, on such written notice a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights.
Section 7.3. Signatures. Each certificate representing capital stock of the Corporation shall be signed by or in the name of the Corporation by (a) the Chairman of the Board, Chief Executive Officer, the President or a Vice President and (b) the Treasurer, the Secretary or an Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.
Section 7.4. Consideration and Payment for Shares.
(a) Subject to applicable law and the Certificate of Incorporation, shares of stock may be issued for such consideration, having in the case of shares with par value a value not less than the par value thereof, and to such persons, as determined from time to time by the Board. The consideration may consist of any tangible or intangible property or benefit to the Corporation including cash, promissory notes, services performed, contracts for services to be performed or other securities.
(b) Subject to applicable law and the Certificate of Incorporation, shares may not be issued until the full amount of the consideration has been paid, unless upon the face or back of each certificate issued to represent any partly paid shares of capital stock or upon the books and records of the Corporation in the case of partly paid uncertificated shares, there shall have been set forth the total amount of the consideration to be paid therefor and the amount paid thereon up to and including the time said certificate representing certificated shares or said uncertificated shares are issued.
Section 7.5. Lost, Destroyed or Wrongfully Taken Certificates.
(a) If an owner of a certificate representing shares claims that such certificate has been lost, destroyed or wrongfully taken, the Corporation shall issue a new certificate representing such shares or such shares in uncertificated form if the owner: (i) requests such a new certificate before the Corporation has notice that the certificate representing such shares has been acquired by a protected purchaser; (ii) if requested by the Corporation, delivers to the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, wrongful taking or destruction of such certificate or the issuance of such new certificate or uncertificated shares; and (iii) satisfies other reasonable requirements imposed by the Corporation.
(b) If a certificate representing shares has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the Corporation of that fact within a reasonable time after the owner has notice of such loss, apparent destruction or wrongful taking and the Corporation registers a transfer of such shares before receiving notification, the owner shall be precluded from asserting against the Corporation any claim for registering such transfer or a claim to a new certificate representing such shares or such shares in uncertificated form.
Section 7.6. Transfer of Stock.
(a) If a certificate representing shares of the Corporation is presented to the Corporation with an endorsement requesting the registration of transfer of such shares or an instruction is presented to the Corporation requesting the registration of transfer of uncertificated shares, the Corporation shall register the transfer as requested if:
(i) in the case of certificated shares, the certificate representing such shares has been surrendered;
(ii)(A) with respect to certificated shares, the endorsement is made by the person specified by the certificate as entitled to such shares; (B) with respect to uncertificated shares, an instruction is made by the registered owner of such uncertificated shares; or (C) with respect to certificated shares or uncertificated shares, the endorsement or instruction is made by any other appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(iii) the Corporation has received a guarantee of signature of the person signing such endorsement or instruction or such other reasonable assurance that the endorsement or instruction is genuine and authorized as the Corporation may request;
(iv) the transfer does not violate any restriction on transfer imposed by the Corporation that is enforceable in accordance with Section 7.8(a); and
(v) such other conditions for such transfer as shall be provided for under applicable law have been satisfied.
(b) Whenever any transfer of shares shall be made for collateral security and not absolutely, the Corporation shall so record such fact in the entry of transfer if, when the certificate for such shares is presented to the Corporation for transfer or, if such shares are uncertificated, when the instruction for registration of transfer thereof is presented to the Corporation, both the transferor and transferee request the Corporation to do so.
Section 7.7. Registered Stockholders. Before due presentment for registration of transfer of a certificate representing shares of the Corporation or of an instruction requesting registration of transfer of uncertificated shares, the Corporation may treat the registered owner as the person exclusively entitled to inspect for any proper purpose the stock ledger and the other books and records of the Corporation, vote such shares, receive dividends or notifications with respect to such shares and otherwise exercise all the rights and powers of the owner of such shares, except that a person who is the beneficial owner of such shares (if held in a voting trust or by a nominee on behalf of such person) may, upon providing documentary evidence of beneficial ownership of such shares and satisfying such other conditions as are provided under applicable law, may also so inspect the books and records of the Corporation.
Section 7.8. Effect of the Corporation’s Restriction on Transfer.
(a) A written restriction on the transfer or registration of transfer of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, if permitted by the Delaware General Corporation Law (hereinafter “DGCL”) and noted conspicuously on the certificate representing such shares or, in the case of uncertificated shares, contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares within a reasonable time prior to or after the issuance or transfer of such shares, may be enforced against the holder of such shares or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder.
(b) A restriction imposed by the Corporation on the transfer or the registration of shares of the Corporation or on the amount of shares of the Corporation that may be owned by any person or group of persons, even if otherwise lawful, is ineffective against a person without actual knowledge of such restriction unless: (i) the shares are certificated and such restriction is noted conspicuously on the certificate; or (ii) the shares are uncertificated and such restriction was contained in a notice, offering circular or prospectus sent by the Corporation to the registered owner of such shares prior to or within a reasonable time after the issuance or transfer of such shares.
Section 7.9. Regulations. The Board shall have power and authority to make such additional rules and regulations, subject to any applicable requirement of law, as the Board may deem necessary and appropriate with respect to the issue, transfer or registration of transfer of shares of stock or certificates representing shares. The Board may appoint one or more transfer agents or registrars and may require for the validity thereof that certificates representing shares bear the signature of any transfer agent or registrar so appointed.
ARTICLE VIII
INDEMNIFICATION
Section 8.1. Right to Indemnification. To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, Employment Retirement Income Security Act of 1974 excise taxes and penalties and amounts paid in settlement) reasonably incurred by such Indemnitee in connection with such Proceeding; provided, however, that, except as provided in Section 8.3 with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.
Section 8.2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 8.1, an Indemnitee shall also have the right to be paid by the Corporation to the fullest extent not prohibited by applicable law the expenses (including, without limitation, attorneys’ fees) incurred in defending or otherwise participating in any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon the Corporation’s receipt of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article VIII or otherwise.
Section 8.3. Right of Indemnitee to Bring Suit. If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, shall be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.
Section 8.4. Non-Exclusivity of Rights. The rights provided to any Indemnitee pursuant to this Article VIII shall not be exclusive of any other right, which such Indemnitee may have or hereafter acquire under applicable law, the Certificate of Incorporation, these Bylaws, an agreement, a vote of stockholders or disinterested directors, or otherwise.
Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and/or any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Section 8.6. Indemnification of Other Persons. This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees. Without limiting the foregoing, the Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation and to any other person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of Indemnitees under this Article VIII.
Section 8.7. Amendments. Any repeal or amendment of this Article VIII by the Board or the stockholders of the Corporation or by changes in applicable law, or the adoption of any other provision of these Bylaws inconsistent with this Article VIII, will, to the extent permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide broader indemnification rights to Indemnitees on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision; provided however, that amendments or repeals of this Article VIII shall require the affirmative vote of the stockholders holding at least 66.7% of the voting power of all outstanding shares of capital stock of the Corporation.
Section 8.8. Certain Definitions. For purposes of this Article VIII, (a) references to “other enterprise” shall include any employee benefit plan; (b) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (c) references to “serving at the request of the Corporation” shall include any service that imposes duties on, or involves services by, a person with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” for purposes of Section 145 of the DGCL.
Section 8.9. Contract Rights. The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.
Section 8.10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article VIII shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Place of Meetings. If the place of any meeting of stockholders, the Board or committee of the Board for which notice is required under these Bylaws is not designated in the notice of such meeting, such meeting shall be held at the principal business office of the Corporation; provided, however, if the Board has, in its sole discretion, determined that a meeting shall not be held at any place, but instead shall be held by means of remote communication pursuant to Section 9.5 hereof, then such meeting shall not be held at any place.
Section 9.2. Fixing Record Dates.
(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Section 9.3. Means of Giving Notice.
(a) Notice to Directors. Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any director, such notice shall be given either (i) in writing and sent by mail, or by a nationally recognized delivery service, (ii) by means of facsimile telecommunication or other form of electronic transmission, or (iii) by oral notice given personally or by telephone. A notice to a director will be deemed given as follows: (i) if given by hand delivery, orally, or by telephone, when actually received by the director; (ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation; (iii) if sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon prepaid, addressed to the director at the director’s address appearing on the records of the Corporation; (iv) if sent by facsimile telecommunication, when sent to the facsimile transmission number for such director appearing on the records of the Corporation; (v) if sent by electronic mail, when sent to the electronic mail address for such director appearing on the records of the Corporation; or (vi) if sent by any other form of electronic transmission, when sent to the address, location or number (as applicable) for such director appearing on the records of the Corporation.
(b) Notice to Stockholders.
Whenever under applicable law, the Certificate of Incorporation or these Bylaws notice is required to be given to any stockholder,
such notice may be given (i) in writing and sent either by hand delivery, through the United States mail, or by a nationally
recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented
to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. A notice
to a stockholder shall be deemed given as follows: (i) if given by hand delivery, when actually received by the stockholder,
(ii) if sent through the United States mail, when deposited in the United States mail, with postage and fees thereon prepaid,
addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, (iii) if
sent for next day delivery by a nationally recognized overnight delivery service, when deposited with such service, with fees thereon
prepaid, addressed to the stockholder at the stockholder’s address appearing on the stock ledger of the Corporation, and
(iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise
meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder
has consented to receive notice, (B) if by electronic mail, when directed to an electronic mail address at which the stockholder
has consented to receive notice, (C) if by a posting on an electronic network together with separate notice to the stockholder
of such specified posting, upon the later of (1) such posting and (2) the giving of such separate notice, and (D) if
by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s
consent to receiving notice by means of electronic communication by giving written notice of such revocation to the Corporation.
Any such consent shall be deemed revoked if (1) the Corporation is unable to deliver by electronic transmission two consecutive
notices given by the Corporation in accordance with such consent and (2) such inability becomes known to the Secretary or
an Assistant Secretary or to the Corporation’s transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(c) Electronic Transmission. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, including but not limited to transmission by telex, facsimile telecommunication, electronic mail, telegram and cablegram.
(d) Notice to Stockholders Sharing Same Address. Without limiting the manner by which notice otherwise may be given effectively by the Corporation to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. A stockholder may revoke such stockholder’s consent by delivering written notice of such revocation to the Corporation. Any stockholder who fails to object in writing to the Corporation within 60 days of having been given written notice by the Corporation of its intention to send such a single written notice shall be deemed to have consented to receiving such single written notice.
(e) Exceptions to Notice Requirements. Whenever notice is required to be given, under the DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
Whenever notice is required to be given by the Corporation, under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, to any stockholder to whom (1) notice of two consecutive annual meetings of stockholders and all notices of stockholder meetings or of the taking of action by written consent of stockholders without a meeting to such stockholder during the period between such two consecutive annual meetings, or (2) all, and at least two payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such stockholder at such stockholder’s address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such stockholder shall not be required. Any action or meeting that shall be taken or held without notice to such stockholder shall have the same force and effect as if such notice had been duly given. If any such stockholder shall deliver to the Corporation a written notice setting forth such stockholder’s then current address, the requirement that notice be given to such stockholder shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate with the Secretary of State of Delaware, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to Section 230(b) of the DGCL. The exception in subsection (1) of the first sentence of this paragraph to the requirement that notice be given shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.
Section 9.4. Waiver of Notice. Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver of such notice, signed before or after the date of such meeting by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to said notice, shall be deemed equivalent to such required notice. All such waivers shall be kept with the books of the Corporation. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where a person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 9.5. Meeting Attendance via Remote Communication Equipment.
(a) Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:
(i) participate in a meeting of stockholders; and
(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.
(b) Board Meetings. Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 9.6. Dividends. The Board may from time to time declare, and the Corporation may pay, dividends (payable in cash, property or shares of the Corporation’s capital stock) on the Corporation’s outstanding shares of capital stock, subject to applicable law and the Certificate of Incorporation.
Section 9.7. Reserves. The Board may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
Section 9.8. Contracts and Negotiable Instruments. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, any contract, bond, deed, lease, mortgage or other instrument may be executed and delivered in the name and on behalf of the Corporation by such officer or officers or other employee or employees of the Corporation as the Board may from time to time authorize. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President may execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation. Subject to any restrictions imposed by the Board, the Chairman of the Board Chief Executive Officer, President, the Chief Financial Officer, the Treasurer or any Vice President may delegate powers to execute and deliver any contract, bond, deed, lease, mortgage or other instrument in the name and on behalf of the Corporation to other officers or employees of the Corporation under such person’s supervision and authority, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.
Section 9.9. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board.
Section 9.10. Seal. The Board may adopt a corporate seal, which shall be in such form as the Board determines. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.
Section 9.11. Books and Records. The books and records of the Corporation may be kept within or outside the State of Delaware at such place or places as may from time to time be designated by the Board.
Section 9.12. Resignation. Any director, committee member or officer may resign by giving notice thereof in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. The resignation shall take effect at the time specified therein, or at the time of receipt of such notice if no time is specified or the specified time is earlier than the time of such receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9.13. Surety Bonds. Such officers, employees and agents of the Corporation (if any) as the Chairman of the Board, Chief Executive Officer, President or the Board may direct, from time to time, shall be bonded for the faithful performance of their duties and for the restoration to the Corporation, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in such amounts and by such surety companies as the Chairman of the Board, Chief Executive Officer, President or the Board may determine. The premiums on such bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary.
Section 9.14. Securities of Other Corporations. Powers of attorney, proxies, waivers of notice of meeting, consents in writing and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, Chief Executive Officer, President or any Vice President or any other officer authorized by the Board. Any such officer, may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities, or to consent in writing, in the name of the Corporation as such holder, to any action by such corporation, and at any such meeting or with respect to any such consent shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed. The Board may from time to time confer like powers upon any other person or persons.
Section 9.15. Amendments. The Board shall have the power to adopt, amend, alter or repeal the Bylaws. The affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of the Corporation required by applicable law or the Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the Bylaws.
Exhibit 4.1
NUMBER UNITS
U-
SEE REVERSE FOR CERTAIN
DEFINITIONS
CUSIP
FUTURE HEALTH ESG CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND
ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT is the owner of Units.
Each Unit (“Unit”) consists of one (1) share
of common stock, par value $0.0001 per share (“Common Stock”), of Future Health ESG Corp., a Delaware corporation
(the “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant exercisable for one share
of common stock) (the “Warrant”). Each whole Warrant entitles the holder to purchase one (1) share of Common
Stock (subject to adjustment) for $11.50 per share (subject to adjustment). Only whole Warrants are exercisable. Each Warrant will become
exercisable thirty (30) days after the Company’s completion of an initial merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”),
and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the
Company completes its initial Business Combination, or earlier upon redemption or liquidation. The shares of Common Stock and Warrants
comprising the Units represented by this certificate are not transferable separately prior to , 2021,
unless Cantor Fitzgerald & Co. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report
on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of
the gross proceeds of its initial public offering and issuing a press release announcing when separate trading will begin. No fractional
Warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant
Agreement, dated as of , 2021, between the Company and Continental Stock Transfer & Trust
Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder
of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at
One State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without
cost.
Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Common Stock and Warrants comprising such Units.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of its duly authorized officers.
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Secretary
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Principal Executive Officer
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FUTURE HEALTH ESG CORP.
The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
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TEN COM
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—
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as tenants in common
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UNIF GIFT MIN ACT
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—
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______ Custodian _______
(Cust) (Minor)
Under Uniform Gifts to
Minors Act _____________
(State)
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TEN ENT
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—
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as tenants by the entireties
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JT TEN
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—
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as joint tenants with right of survivorship and not as tenants in common
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Additional abbreviations may also be used though not in the above list.
For value received, ______________ hereby sell(s), assign(s) and transfer(s) unto ________________
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______ Units represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint
________________________Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
Dated _______________
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Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.
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Signature(s) Guaranteed:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED).
In each case, as more fully described in the Company’s final prospectus dated , 2021 (the “Final Prospectus”), the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates because it does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate of incorporation (the “Charter”), (ii) the Company redeems the shares of Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption as described in the Final Prospectus, or (B) with respect to any other provision relating to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
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NUMBER
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NUMBER
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C
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SHARES
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SEE REVERSE FOR
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CERTAIN
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DEFINITIONS
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CUSIP
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FUTURE HEALTH ESG CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
COMMON STOCK
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This Certifies that
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is the owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE
OF $0.0001 EACH OF
FUTURE HEALTH ESG CORP.
(THE “COMPANY”)
transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.
The Company will be forced to redeem all of its shares of common stock
if it is unable to complete a business combination by ,
2022, or by such later date approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, all as more fully described in the Company’s final prospectus dated ,
2021.
This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Witness the facsimile signatures of its duly authorized officers.
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Secretary
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[Corporate Seal]
Delaware
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Principal Executive Officer
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FUTURE HEALTH ESG CORP.
The Company will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or
series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate
and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated
certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities
(copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof
assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations:
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TEN COM
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—
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as tenants in common
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UNIF GIFT MIN ACT
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—
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______ Custodian ______ (Cust)
(Minor)
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TEN ENT
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—
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as tenants by the entireties
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Under Uniform Gifts to Minors
Act _____________ (State)
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JT TEN
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—
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as joint tenants with right of survivorship and not as tenants in common
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Additional abbreviations may also be used though not in the above list.
For value received, _______________hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares of the capital stock represented by the within Certificate,
and do(es) hereby irrevocably constitutes and appoints
Attorney to transfer the said stock on the books
of the within named Company with full power of substitution in the premises.
Dated:
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
In each case, as more fully described in the Company’s final
prospectus dated , 2021 (the “Final Prospectus”), the holder(s)
of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection
with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in its
initial public offering and liquidates because it does not consummate an initial business combination by the date set forth in the Company’s
amended and restated certificate of incorporation (the “Charter”), (ii) the Company redeems the shares of Common Stock sold
in its initial public offering in connection with a stockholder vote to amend the Charter (A) to modify the substance or timing of the
Company’s obligation to allow redemption as described in the Final Prospectus, or (B) with respect to any other provision relating
to the holder(s) rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her, its
or their respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks
stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
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NUMBER
________-
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(SEE REVERSE SIDE FOR LEGEND)
THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR
TO THE EXPIRATION DATE (DEFINED BELOW)
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WARRANTS
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FUTURE
HEALTH ESG CORP.
CUSIP 36118W
110
WARRANT
THIS CERTIFIES THAT, for value received
is the registered holder of a warrant or warrants
(the “Warrant(s)”) of Future Health ESG Corp., a Delaware corporation (the “Company”), expiring
at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, capital stock exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities (a “Business Combination”), to purchase one fully paid and non-assessable share of common stock, par value
$0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate. The Warrant
entitles the holder thereof to purchase from the Company, commencing 30 days after the Company’s completion of an initial Business
Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”),
but only subject to the conditions set forth herein and in the Public Warrant Agreement between the Company and Continental Stock Transfer
& Trust Company, dated as of [ ], 2021 (the “Warrant Agreement”). In no event will
the Company be required to net cash settle any warrant exercise. The term “Warrant Price” as used in this Warrant Certificate
refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. The initial Warrant Price per Share
is equal to $11.50 per share. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Redemption
Trigger Price (as defined below), and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted.
No fraction of a Share
will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to
such holder.
Upon any exercise of the
Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or
other governmental charge.
The Company and the Warrant
Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle
the registered holder to any of the rights of a stockholder of the Company.
The Company reserves the
right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders of record of the Warrant,
giving at least 30 days’ notice of such call, at any time while the Warrant is exercisable, if the last sale price of the Shares
has been at least $18.00 per share (the “Redemption Trigger Price”) on each of 20 trading days within any 30 trading
day period (the “30-day trading period”) ending on the third business day prior to the date on which notice of such
call is given and if, and only if, there is a current registration statement in effect with respect to the Shares underlying the Warrants
commencing on the first day of the 30-day trading period and continuing each day thereafter until the date of redemption. The call price
of the Warrants is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the Company by the end of the date specified
in the notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.
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By
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Chief Executive Officer
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Chief Financial Officer
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SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order
to Exercise Warrants
The undersigned Registered Holder irrevocably
elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
and, if such number of Warrants shall not be all
the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:
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Dated:
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(SIGNATURE)
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(ADDRESS)
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(TAX IDENTIFICATION NUMBER)
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ASSIGNMENT
To Be Executed by the Registered Holder in Order
to Assign Warrants
For Value Received, _______________________ hereby sells, assigns,
and transfers unto
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
(PLEASE PRINT OR TYPE NAME AND ADDRESS)
______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints _________________________________ Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.
The signature
to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm
of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.
Exhibit 4.4
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NUMBER
________-
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(SEE REVERSE SIDE FOR LEGEND)
THIS WARRANT WILL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
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WARRANTS
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FUTURE
HEALTH ESG CORP.
WARRANT
THIS CERTIFIES THAT, for value
received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Future Health ESG Corp., a
Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of
the Company’s completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities (a “Business
Combination”), to purchase one fully paid and non-assessable share of common stock, par value $0.0001 per share
(“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate. The Warrant entitles the
holder thereof to purchase from the Company, commencing 30 days after the Company’s completion of an initial Business
Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the
“Warrant Agent”), but only subject to the conditions set forth herein and in the Private Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company, dated as of [ ], 2021 (the
“Warrant Agreement”). In no event will the Company be required to net cash settle any warrant exercise. The term
“Warrant Price” as used in this Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised. The initial Warrant Price per Share is equal to $11.50 per share. The Warrant
Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Shares purchasable hereunder, set
forth on the face hereof, may, subject to certain conditions, be adjusted.
No fraction of a Share
will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued to
such holder.
Upon any exercise of the
Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered holder hereof or the
registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised.
Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.
Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or
other governmental charge.
The Company and the Warrant
Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
This Warrant does not entitle
the registered holder to any of the rights of a stockholder of the Company.
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By
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Chief Executive Officer
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Chief
Financial Officer
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SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order
to Exercise Warrants
The undersigned Registered Holder irrevocably
elects to exercise ______________ Warrants represented by this Warrant Certificate, and to purchase the Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
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and be delivered to
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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and, if such number of Warrants shall not be all
the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the
name of, and delivered to, the Registered Holder at the address stated below:
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Dated:
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(SIGNATURE)
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(ADDRESS)
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(TAX IDENTIFICATION
NUMBER)
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ASSIGNMENT
To Be Executed by the Registered Holder in Order
to Assign Warrants
For Value Received, _______________________ hereby sells, assigns,
and transfers unto
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(PLEASE TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
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and be delivered to
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(PLEASE PRINT OR TYPE NAME AND ADDRESS)
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______________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints _________________________________ Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.
The signature
to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate in every particular,
without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm
of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago Stock Exchange.
Exhibit 4.5
PUBLIC WARRANT AGREEMENT
This WARRANT AGREEMENT
(this “Agreement”) is made as of [ ], 2021 between
Future Health ESG Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
WHEREAS, the Company
is engaged in a public offering (the “Public Offering”) of up to 23,000,000 units (including 3,000,000 units which
may be issued pursuant to an over-allotment option granted to the underwriters of the Public Offering), each unit (“Unit”)
comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of
one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject
to adjustment as described herein, and, in connection therewith, will issue and deliver up to 11,500,000 whole warrants (the “Public
Warrants”) to the public investors in connection with the Public Offering; and
WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[
] (“Registration Statement”) and prospectus
(“Prospectus”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the Public Warrants; and
WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption, and exercise of the Public Warrants; and
WHEREAS, the Company
desires to provide for the form and provisions of the Public Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Public Warrants; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Public Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Public Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1. Form of
Public Warrant. Each Public Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board
of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the
Company’s seal. In the event the person whose facsimile signature has been placed upon any Public Warrant shall have ceased to serve
in the capacity in which such person signed the Public Warrant before such Public Warrant is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.
2.2. Uncertificated
Public Warrants. Notwithstanding anything herein to the contrary, any Public Warrant, or portion thereof, may be issued as part
of, and be represented by, a Unit, and any Public Warrant may be issued in uncertificated or book-entry form through the Warrant
Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary
system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Public
Warrant so issued shall have the same terms, force and effect as a certificated Public Warrant that has been duly countersigned by
the Warrant Agent in accordance with the terms of this Agreement.
2.3. Effect of
Countersignature. Except with respect to uncertificated Public Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Public Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4. Registration.
2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Public Warrants. Upon the initial issuance of the Public Warrants, the Warrant Agent shall issue
and register the Public Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.
2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Public Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Public Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Public Warrant and of each Public Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Public Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date
of the Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business
Day following such date, or earlier with the consent of Cantor Fitzgerald & Co., the representative of the underwriters of the Public
Offering (“Representative”), but in no event will the Representative allow separate trading of the securities comprising
the Units until (i) the Company has filed a Current Report on Form 8-K which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise
of the underwriters’ over-allotment option in the Public Offering, if the over-allotment option is exercised prior to the filing
of the Form 8-K, and (ii) the Company has issued a press release and has filed a Current Report on Form 8-K announcing
when such earlier separate trading shall begin (the “Detachment Date”); provided that no fractional Public Warrants
will be issued upon separation of the Units and only whole Public Warrants will trade.
3. Terms and Exercise of Warrants.
3.1. Warrant
Price. Each whole Public Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Public Warrants),
entitle the registered holder thereof, subject to the provisions of such Public Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the
price per share at which the shares of Common Stock may be purchased at the time a Public Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction
to registered holders of the Public Warrants and, provided further that any such reduction shall be applied consistently to all of the
Public Warrants.
3.2. Duration
of Warrants. A Public Warrant may be exercised only during the period commencing on the date that is thirty (30) days after the
consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or entities (“Business Combination”) (as described
more fully in the Registration Statement) and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the
date that is five (5) years after the date on which the Company consummates a Business Combination and (ii) at 5:00 p.m., New York
City time on the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”). The
period of time from the date the Public Warrants will first become exercisable until the expiration of the Public Warrants shall
hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption
Price (as set forth in Section 6 hereunder), as applicable, each outstanding Public Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Public Warrants by
delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written
notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to
all of the Public Warrants.
3.3. Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Public Warrant and this Agreement, a Public Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Public Warrant,
duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Public Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Public Warrant, as follows:
(a) in lawful
money of the United States, by good certified check or wire transfer payable to the order of the Warrant Agent or wire transfer;
(b) in the
event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders of
Public Warrants to exercise such Public Warrants on a “cashless basis,” by surrendering the Public Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Public Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the
average reported closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to holders of the Public Warrants pursuant to Section 6 hereof; or
(c) in the
event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after the
closing of a Business Combination, by surrendering such Public Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the difference
between the exercise price of the Public Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely
for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the
Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.
3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Public Warrant and the clearance of the funds in
payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Public Warrant a certificate or
certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in
such name or names as may be directed by him, her or it, and if such Public Warrant shall not have been exercised in full, a new
countersigned Public Warrant, or book entry position, for the number of shares as to which such Public Warrant shall not have been
exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Public Warrant exercise.
No Public Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise
of a Public Warrant unless the Common Stock issuable upon such Public Warrant exercise has been registered, qualified or deemed to
be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the
condition in the immediately preceding sentence is not satisfied with respect to a Public Warrant, the holder of such Public Warrant
shall not be entitled to exercise such Public Warrant for cash and such Public Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for
the shares of Common Stock underlying such Unit. Public Warrants may not be exercised by, or securities issued to, any registered
holder in any state in which such exercise or issuance would be unlawful.
3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Public Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.
3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Public Warrant, or book entry position representing
such Public Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of
the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next
succeeding date on which the share transfer books or book entry system are open.
3.3.5 Maximum
Percentage. A holder of a Public Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Public Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s Public
Warrant, and such holder shall not have the right to exercise such Public Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such
exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and
its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Public Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of
the remaining, unexercised portion of the Public Warrant beneficially owned by such person and its affiliates and (y) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its
affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this
paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). For purposes of the Public Warrant, in determining the number of outstanding shares of Common
Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent
annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing
with the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company
or the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request
of the holder of the Public Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder
the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Public Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered
to the Company.
4. Adjustments.
4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar
event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on
exercise of each Public Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.
4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date
of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Public Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.
4.3 Extraordinary
Dividends. If the Company, at any time while the Public Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s capital stock
into which the Public Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
by the Company’s Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment
described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all
other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at
such time (whether or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of
the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in
an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Public Warrant) but only with
respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the
conversion rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments
to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any
payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business
Combination. Solely for purposes of illustration, if the Company, at a time while the Public Warrants are outstanding and unexpired, pays
a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during
the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively
immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate
amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and
$0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period
prior to such $0.35 dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s
initial Business Combination, there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares
(with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur
as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.
4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Public Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.
4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the
outstanding Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Public Warrant
holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
Public Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the Public Warrant holder would have received if such Public Warrant holder had exercised his, her or its Public
Warrant(s) immediately prior to such event. If any reclassification also results in a change in the Common Stock covered by
Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Public Warrant.
4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) 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 by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance),
(b) 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 (c)
the Fair Market Value (as defined below) 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 (i) the Fair Market Value or (ii) the price at which the Company issues the Common Stock or
equity-linked securities and the $18.00 per share redemption trigger price described in Section 6.1 will be adjusted (to the nearest cent)
to be equal to 180% of the greater of (i) the Fair Market Value or (ii) the price at which the Company issues the Common Stock or equity-linked
securities. Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported
trading price of the Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of
the Business Combination.
4.7. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Public Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Public Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6, then, in any such event, the Company shall give written notice to each Public Warrant
holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Public Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Public
Warrant would be entitled, upon the exercise of such Public Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Public Warrant holder.
4.9. Form of
Warrant. The form of Public Warrant need not be changed because of any adjustment pursuant to this Section 4, and Public Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Public Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Public Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Public Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Public Warrant or otherwise, may be in the form as so changed.
4.10. Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Public Warrants in order to (i) avoid an adverse
impact on the Public Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Public Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Public Warrants in a manner that is consistent with any adjustment recommended in such opinion.
5. Transfer and Exchange of Warrants.
5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Public Warrant upon the Warrant
Register, upon surrender of such Public Warrant for transfer, properly endorsed with signatures, in the case of certificated Public Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Public Warrant representing
an equal aggregate number of Public Warrants shall be issued and the old Public Warrant shall be cancelled by the Warrant Agent. In the
case of certificated Public Warrants, the Public Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
to time upon request.
5.2. Procedure
for Surrender of Warrants. Public Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Public Warrants, or book entry positions, as requested by the registered holder of the Public Warrants so surrendered, representing
an equal aggregate number of Public Warrants; provided, however, that in the event that a Public Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Public Warrant and issue new Public Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Public Warrants must also bear a restrictive legend.
5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Public Warrant.
5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Public Warrants.
5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Public Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Public Warrants duly executed on behalf of the Company for such purpose.
5.6. [Reserved.]
5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Public Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Public Warrants
on or after the Detachment Date.
6. Redemption.
6.1. Redemption.
Not less than all of the outstanding Public Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period,
at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Public Warrant (“Redemption
Price”), provided that the closing price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in accordance
with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing after
the Public Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Public Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and
when the Public Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares
of Common Stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky
laws or the Company is unable to effect such registration or qualification.
6.2. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Public Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
6.3. Exercise
After Notice of Redemption. The Public Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Public Warrants to exercise their
Public Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “Fair
Market Value” in such case. On and after the Redemption Date, the record holder of the Public Warrants shall have no further rights
except to receive, upon surrender of the Public Warrants, the Redemption Price.
7. Other Provisions Relating to Rights
of Holders of Warrants.
7.1. No Rights
as Stockholder. A Public Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.
7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Public Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Public
Warrant, include the surrender thereof), issue a new Public Warrant of like denomination, tenor, and date as the Public Warrant so lost,
stolen, mutilated, or destroyed. Any such new Public Warrant shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Public Warrant shall be at any time enforceable by anyone.
7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Public Warrants issued pursuant to this Agreement.
7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration,
under the Act, of the shares of Common Stock issuable upon exercise of the Public Warrants, and it shall use its best efforts to
take such action as is necessary to register or qualify for sale, in those states in which the Public Warrants were initially
offered by the Company and in those states where holders of Public Warrants then reside, the shares of Common Stock issuable upon
exercise of the Public Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Public Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the
Public Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the
Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Public Warrants, to exercise such Public Warrants on a “cashless basis” as determined in accordance with
Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an
outside law firm with securities law experience) stating that (i) the exercise of the Public Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued
upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is
defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the
avoidance of any doubt, unless and until all of the Public Warrants have been exercised on a cashless basis, the Company shall
continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The
provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.
8. Concerning the Warrant Agent and
Other Matters.
8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Public Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Public Warrants or such shares of Common Stock.
8.2. Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Public Warrant (who
shall, with such notice, submit his Public Warrant for inspection by the Company), then the holder of any Public Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.
8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.
8.3. Fees and
Expenses of Warrant Agent.
8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4. Liability
of Warrant Agent.
8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.
8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.
8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Public Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Public Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Public
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Public Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of Public Warrants.
9. Miscellaneous Provisions.
9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.
9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Public Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Public Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock Transfer &
Trust Company
1 State Street
New York, New York 10004
Attn: Compliance Department
with a copy in each case to:
Graubard Miller
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, New York 10174
Attn: David Alan Miller, Esq.
and
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
Attention: Travis A. Morgan
and
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Attn: Robert
J. Mittman, Esq.
9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Public Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York. The Company hereby waives any objection that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph are not binding on holders of Public Warrants and will not apply to suits
brought to enforce any liability or duty created by the Act or the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.
Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Public Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy,
or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Public Warrants.
9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Public Warrant. The Warrant Agent
may require any such holder to submit his Public Warrant for inspection by it.
9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.
9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of the
then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this
Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.
9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.
9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature page follows]
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.
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FUTURE HEALTH ESG CORP.
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By:
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Name: Travis A. Morgan
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Title: Chief Financial Officer
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CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
Exhibit 4.6
PRIVATE WARRANT AGREEMENT
This WARRANT AGREEMENT
(this “Agreement”) is made as of [ ], 2021 between
Future Health ESG Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
WHEREAS, the Company
is engaged in a public offering (the “Public Offering”) of up to 23,000,000 units (including 3,000,000 units which
may be issued pursuant to an over-allotment option granted to the underwriters of the Public Offering), each unit (“Unit”)
comprised of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of
one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject
to adjustment as described herein, and, in connection therewith, will issue and deliver up to 11,500,000 whole warrants to the public
investors in connection with the Public Offering; and
WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-[
] (“Registration Statement”) and prospectus
(“Prospectus”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among
other securities, the warrants contained in the Units; and
WHEREAS, the Company
has received binding commitments to purchase an aggregate of 7,375,000 warrants (or up to 8,125,000 warrants if the underwriters’
over-allotment option is exercised in full) (the “Founder Warrants”) upon consummation of the Public Offering; and
WHEREAS, the Company
may issue up to an additional 2,000,000 warrants (“Working Capital Warrants” and together with the Founder Warrants,
the “Private Warrants”) in satisfaction of certain working capital loans made by the Company’s officers, directors,
initial stockholders and their affiliates; and
WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, and exercise of the Private Warrants; and
WHEREAS, the Company
desires to provide for the form and provisions of the Private Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Private Warrants; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Private Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Private Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1. Form
of Private Warrant. Each Private Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman
of the Board of Directors or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Private Warrant
shall have ceased to serve in the capacity in which such person signed the Private Warrant before such Private Warrant is issued, it
may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Private Warrant may be issued in uncertificated or book-entry form
through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depositary”) or other book-entry
depositary system, in each case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Private
Warrant so issued shall have the same terms, force and effect as a certificated Private Warrant that has been duly countersigned by the
Warrant Agent in accordance with the terms of this Agreement.
2.3. Effect of
Countersignature. Except with respect to uncertificated Private Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Private Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4. Registration.
2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Private Warrants. Upon the initial issuance of the Private Warrants, the Warrant Agent shall issue
and register the Private Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.
2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Private Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Private Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Private Warrant and of each Private Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Private Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
3. Terms and Exercise of Warrants.
3.1. Warrant
Price. Each whole Private Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Private Warrants),
entitle the registered holder thereof, subject to the provisions of such Private Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the
price per share at which the shares of Common Stock may be purchased at the time a Private Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction
to registered holders of the Private Warrants and, provided further that any such reduction shall be applied consistently to all of the
Private Warrants.
3.2. Duration
of Warrants. A Private Warrant may be exercised only during the period commencing on the date that is thirty (30) days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) and terminating at 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company consummates
a Business Combination (“Expiration Date”). The period of time from the date the Private Warrants will first become
exercisable until the expiration of the Private Warrants shall hereafter be referred to as the “Exercise Period.” Each
outstanding Private Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Private Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least
twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Private Warrants.
3.3. Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Private Warrant and this Agreement, a Private Warrant, when countersigned by the Warrant Agent, may be
exercised by the registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Private Warrant,
duly executed, and by paying in full the Warrant Price for each share of Common Stock as to which the Private Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Private Warrant, as follows:
(a) in lawful
money of the United States, by good certified check or wire transfer payable to the order of the Warrant Agent or wire transfer; or
(b) by surrendering
such Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the Private Warrants, multiplied by the difference between the exercise price of the Private
Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall
be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes of this Section 3.3.1(c),
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the ten (10) trading
days ending on the trading day prior to the date of exercise.
3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Private Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Private Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names
as may be directed by him, her or it, and if such Private Warrant shall not have been exercised in full, a new countersigned Private Warrant,
or book entry position, for the number of shares as to which such Private Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Private Warrant exercise. No Private Warrant shall be exercisable for
cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Private Warrant unless the Common Stock
issuable upon such Private Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the Private Warrants. In the event that the condition in the immediately preceding sentence is
not satisfied with respect to a Private Warrant, the holder of such Private Warrant shall not be entitled to exercise such Private Warrant
for cash and such Private Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Private
Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Private Warrants
may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.
3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Private Warrant in conformity with this Agreement shall
be validly issued, fully paid and nonassessable.
3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Private Warrant, or book entry position representing
such Private Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of
the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next
succeeding date on which the share transfer books or book entry system are open.
3.3.5 Maximum
Percentage. A holder of a Private Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; however, no holder of a Private Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not cause the exercise of the
holder’s Private Warrant, and such holder shall not have the right to exercise such Private Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Private Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Private Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Private Warrant, in determining the number of outstanding shares of Common Stock, the holder
may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report
on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with
the SEC as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or
the Warrant Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written
request of the holder of the Private Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to
such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the
Company, the holder of a Private Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the
sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar
event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on
exercise of each Private Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.
4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each
Private Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
4.3 Extraordinary
Dividends. If the Company, at any time while the Private Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s
capital stock into which the Private Warrants are convertible (an “Extraordinary Dividend”), then the Warrant
Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and
the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets
paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether or not any
shareholders waived their right to receive such dividend); provided, however, that none of the following shall be deemed an
Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash
dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid
on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not
exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether or not any
shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred to in
other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the
Warrant Price or to the number of shares of Common Stock issuable on exercise of each Private Warrant) but only with respect to the
amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments
to the Company’s Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or
(d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to
consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Private Warrants are
outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash
distributions on the Common Stock during the 365-day period ending on the date of declaration of such $0.35 dividend, then
the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute
value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in
such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount
of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).
Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business Combination,
there were 100,000,000 shares outstanding and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining
82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5
million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.
4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Private Warrants is adjusted,
as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Private Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number
of shares of Common Stock so purchasable immediately thereafter.
4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock
(other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Common Stock),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Private Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the Private Warrants and in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Private Warrant holder would have received
if such Private Warrant holder had exercised his, her or its Private Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant to Sections
4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par
value per share issuable upon exercise of the Private Warrant.
4.6. Issuance in connection
with a Business Combination. If, in connection with a Business Combination, the Company (a) 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 by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Company’s
initial stockholders, or their affiliates, without taking into account any founders’ shares held by them prior to such issuance),
(b) 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, and (c) the Fair Market Value
(as defined below) 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 (i) the Fair Market Value or (ii) the price at which the Company issues the Common Stock or equity-linked securities.
Solely for purposes of this Section 4.6, the “Fair Market Value” shall mean the volume weighted average reported trading price
of the Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business
Combination.
4.7. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Private Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Private Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4, 4.5 or 4.6, then, in any such event, the Company shall give written notice to each Private Warrant
holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.
4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Private Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Private
Warrant would be entitled, upon the exercise of such Private Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round up to the nearest whole number of shares of Common Stock to be issued to the Private Warrant holder.
4.9. Form of
Warrant. The form of Private Warrant need not be changed because of any adjustment pursuant to this Section 4, and Private Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Private Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Private
Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Private Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding Private Warrant or otherwise, may be in the form as so changed.
4.10. Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Private Warrants in order to (i) avoid an adverse
impact on the Private Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Private Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Private Warrants in a manner that is consistent with any adjustment recommended in such opinion.
5. Transfer and Exchange of Warrants.
5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Private Warrant upon the Warrant
Register, upon surrender of such Private Warrant for transfer, properly endorsed with signatures, in the case of certificated Private
Warrants, properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Private Warrant
representing an equal aggregate number of Private Warrants shall be issued and the old Private Warrant shall be cancelled by the Warrant
Agent. In the case of certificated Private Warrants, the Private Warrants so cancelled shall be delivered by the Warrant Agent to the
Company from time to time upon request.
5.2. Procedure
for Surrender of Warrants. Private Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry
position, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Private Warrants, or book entry positions, as requested by the registered holder of the Private Warrants so surrendered, representing
an equal aggregate number of Private Warrants; provided, however, that in the event that a Private Warrant surrendered for transfer bears
a restrictive legend, the Warrant Agent shall not cancel such Private Warrant and issue new Private Warrants in exchange therefor until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Private Warrants must also bear a restrictive legend.
5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Private Warrant.
5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Private Warrants.
5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Private Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Private Warrants duly executed on behalf of the Company for such purpose.
5.6. Transfer.
The Warrant Agent shall not register any transfer of the Private Warrants until after the consummation by the Company of an initial Business
Combination, except for transfers (i) among the initial stockholders or to the initial stockholders’ or the Company’s
officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation,
in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust,
the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes,
(iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to
the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with
the consummation of a Business Combination by private sales at prices no greater than the price at which the Private Warrants were originally
purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or
(ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger,
share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their
Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s
prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written
documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the transfer
restrictions contained in this section and any other applicable agreement the transferor is bound by.
6. [Reserved.]
7. Other Provisions Relating to Rights
of Holders of Warrants.
7.1. No Rights
as Stockholder. A Private Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.
7.2. Lost, Stolen,
Mutilated, or Destroyed Warrants. If any Private Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Private
Warrant, include the surrender thereof), issue a new Private Warrant of like denomination, tenor, and date as the Private Warrant so lost,
stolen, mutilated, or destroyed. Any such new Private Warrant shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Private Warrant shall be at any time enforceable by anyone.
7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Private Warrants issued pursuant to this Agreement.
7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination,
it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration,
under the Act, of the shares of Common Stock issuable upon exercise of the Private Warrants, and it shall use its best efforts to
take such action as is necessary to register or qualify for sale, in those states in which the Private Warrants were initially
offered by the Company and in those states where holders of Private Warrants then reside, the shares of Common Stock issuable upon
exercise of the Private Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the Private Warrants in accordance with the provisions of this Agreement. The Company shall provide
the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
stating that (i) the exercise of the Private Warrants on a cashless basis in accordance with this Section 7.4 is not
required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable
under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the
Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of
the Private Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its
registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be
modified, amended, or deleted without the prior written consent of Cantor Fitzgerald & Co., the representative of the
underwriters of the Public Offering (“Representative”).
8. Concerning the Warrant Agent and
Other Matters.
8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Private Warrants, but the Company shall not
be obligated to pay any transfer taxes in respect of the Private Warrants or such shares of Common Stock.
8.2. Resignation,
Consolidation, or Merger of Warrant Agent.
8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Private Warrant (who
shall, with such notice, submit his Private Warrant for inspection by the Company), then the holder of any Private Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.
8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.
8.3. Fees and
Expenses of Warrant Agent.
8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4. Liability
of Warrant Agent.
8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.
8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.
8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Private Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Private Warrant; nor shall it be responsible to make any adjustments required under
the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Private
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.
8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Private Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of Private Warrants.
9. Miscellaneous Provisions.
9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.
9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Private
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Warrant Agent), as follows:
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Private Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock Transfer &
Trust Company
1 State Street
New York, New York 10004
Attn: Compliance Department
with a copy in each case to:
Graubard Miller
The Chrysler Building
405 Lexington Avenue, 11th Floor
New York, New York 10174
Attn: David Alan Miller, Esq.
and
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
Attention: Travis A. Morgan
and
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
Attn: Robert
J. Mittman, Esq.
9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Private Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York. The Company hereby waives any objection that such courts represent an inconvenient forum.
Notwithstanding the foregoing, the provisions of this paragraph are not binding on holders of Private Warrants and will not apply to suits
brought to enforce any liability or duty created by the Act or the Exchange Act or any other claim for which the federal district courts
of the United States of America are the sole and exclusive forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.
Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties
hereto and the registered holders of the Private Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the
Representative, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to
Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect to the Sections
7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered holders of the Private Warrants.
9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Private Warrant. The Warrant Agent
may require any such holder to submit his Private Warrant for inspection by it.
9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.
9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of the
then outstanding Private Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered holders. The provisions of this
Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.
9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.
9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
[Signature page follows]
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.
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FUTURE HEALTH ESG CORP.
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By:
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Name: Travis A. Morgan
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Title: Chief Financial Officer
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CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
Exhibit 5.1
1271 Avenue of the
Americas | New York, NY 10020
blankrome.com
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Phone:
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(212) 885-5000
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Fax:
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(212) 885-5001
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August 31, 2021
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
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Re:
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Future Health ESG Corp.
Registration Statement on Form S-1
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Dear Sir/Madam:
We refer to the Registration Statement (the “Registration
Statement”) filed by Future Health ESG Corp., a Delaware corporation (the “Company”), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the sale of up to 23,000,000 Units
(the “Units”), each Unit consisting of (i) one share of the Company’s common stock (the “Common Stock”)
and (ii) one-half of one warrant, each whole warrant to purchase one share of Common Stock (the “Warrants”).
In our capacity as counsel
to the Company, we have examined the original or certified copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant
and necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures
on original documents and the conformity to original documents of all copies submitted to us as conformed or photostat copies. As to various
questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company
and others.
Based upon the foregoing, it is our opinion that:
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i.
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The shares of Common Stock included in the Units, when the Units are sold, paid for and issued; and the
shares of Common Stock issuable upon exercise of the Warrants included in the Units, when sold, paid for and issued upon exercise of the
Warrants and upon receipt of payment of the exercise price thereof, if applicable, in accordance with the respective terms thereof, will
be duly and validly issued, fully paid and non-assessable.
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Blank Rome LLP | blankrome.com
Future Health ESG Corp.
August 31, 2021
Page 2
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ii.
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The Warrants included in the Units when the Units are sold, paid for and issued, will be the valid and
binding obligations of the Company.
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iii.
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The Units when issued will be valid and binding obligations of the Company.
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We are opining solely on (i) all applicable statutory
provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the
Delaware Constitution and all applicable judicial and regulatory determinations and (ii) the laws of the State of New York. This opinion
is limited to the laws of the State of Delaware and the State of New York as in effect on the date hereof and we express no opinion with
respect to the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.
We also hereby consent to the use of our name as your counsel under “Legal Matters” in the Prospectus constituting part of
the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent
is required by the Act or the General Rules and Regulations promulgated thereunder.
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Very
truly yours,
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/s/
Blank Rome LLP
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BLANK
ROME LLP
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Exhibit 10.1
[ ], 2021
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into or proposed to be entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”),
and Cantor Fitzgerald & Co., as the representative (“Representative”) of the several underwriters named
therein (each an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s
units (including up to 3,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if
any) (the “Units”), each comprised of one share of common stock of the Company, par value $0.0001 per share
(“Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment.
The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms
used herein are defined in paragraph 12 hereof.
In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the individuals and entities identified on the signature pages hereto as a Founder
(each such individual person or entity, a “Founder” and collectively, the “Founders”)
and Future Health ESG Associates 1, LLC (“FHA” and, each of the Founders and FHA is also
referred to as an “Insider” and collectively, the “Insiders”), each hereby agrees,
severally but not jointly, with the Company as follows:
1. Each
Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such
proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business
Combination (including any proposals recommended by the Company’s Board of Directors in connection with such Business
Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such stockholder approval.
2.
Each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 15 months from
the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation, each Insider shall take all reasonable steps to cause the
Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the shares of Common Stock
sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and
liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and
the other requirements of applicable law. Each Insider agrees to not propose any amendment to the Company’s amended
and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption
as described in the Prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem their Offering
Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
Offering Shares.
Each Insider acknowledges that it,
he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. Each Insider hereby further
waives, with respect to any Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with
(x) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a
stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of
Common Stock and (y) a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the
Prospectus or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity (although the Insiders shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or
they hold if the Company fails to consummate a Business Combination within 15 months from the date of the closing of the Public
Offering).
3. Notwithstanding the
provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the Public Offering and
ending 180 days after such date, each Founder, FHA, and each Insider shall not, without the prior written consent of the
Representative, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with,
or submit to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), relating to any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or
exchangeable for, any Units, shares of Common Stock, or Warrants, or publicly disclose the intention to undertake any of the
foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of
ownership of any Units, shares of Common Stock, or Warrants or any such other securities, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of units or such other securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to
any transfer permitted under paragraph 7(c) hereof or (i) to permit a transfer of securities that is not for consideration and (ii)
the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the
duration that such terms remain in effect at the time of the transfer.
4. In the event of the liquidation of the
Trust Account, FHA agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against
any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim
by (i) any third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a
“Target”); provided, however, that such indemnification of the Company by FHA shall apply only
to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent
registered public accounting firm) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below (i) $10.05 per Offering Share or (ii) such lesser amount per Offering 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 as of the date of the liquidation of the Trust Account, in each
case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver
of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act. In the event that any such executed waiver is deemed to be
unenforceable against such third party, FHA shall not be responsible to the extent of any liability for such third-party claims. FHA shall
have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to FHA, FHA notifies the Company in writing that it shall undertake such defense.
5. (a) To the extent that the
Underwriters do not exercise their option to purchase up to an additional 3,000,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), each Founder agrees that it shall forfeit, at no cost, a number of Founder
Shares equal to 750,000, multiplied by (i) a fraction, (x) the numerator of which is 3,000,000 minus the number of Units purchased
by the Underwriters upon the exercise of their option to purchase additional Units and (y) the denominator of which is 3,000,000,
multiplied by (ii) a fraction (x) the numerator of which is the number of Founder Shares purchased by it, her or him and (y) the
denominator of which is the aggregate number of Founder Shares held by all Founders. All references in this Letter Agreement to
Founder Shares of the Company being forfeited shall take effect as a contribution of such Founder Shares to the Company’s
capital as a matter of Delaware law. The forfeiture will be adjusted on a pro rata basis among each Founder to the extent that the
option to purchase additional Units is not exercised in full by the Underwriters so that the number of Founder Shares will equal an
aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. The Initial Stockholders further
agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or
stock repurchase or redemption, as applicable, immediately prior to the consummation of the Public Offering in such amount as to
maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the
Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to
3,000,000 and 750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a
number equal to 15.0% of the number of shares of Common Stock included in the Units issued in the Public Offering and 15.0% of the
aggregate number of Founder Shares (assuming no exercise of the Underwriters’ over-allotment option), respectively.
6. Each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
7. (a) Each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the 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 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 after the Company’s initial Business Combination (the “Founder Shares Lock-Up Period”).
(b) Each Insider agrees that
it, he or she shall not Transfer any Private Placement Warrants or Underlying Shares until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-Up Period”, together with the Founder Shares
Lock-Up Period, the “Lock-Up Periods”).
(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, the Private Placement Warrants and the Underlying Shares or the Founder Shares and that are held by any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Founders, or any affiliates of the Founders, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) by virtue of the laws of Delaware or FHA’s or any Founder’s limited liability company, partnership or trust agreement, as amended, or other organizational documents upon dissolution of FHA or a Founder; or (h) in the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of the Public Stockholders having the right to exchange their Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and other applicable restrictions in this Letter Agreement.
8. Each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s background. Each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. Each Insider represents and warrants that: it is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it is not currently a defendant in any such criminal proceeding.
9. Except as disclosed in, or as expressly contemplated by, the Prospectus, neither any Insider nor any affiliate of any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
10. Each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and, if applicable, hereby consents to being named in the Prospectus as an officer and/or a director of the Company.
11. Each Insider acknowledges that he, she or it may, from time to time, receive material non-public information relating to the Company, including with respect to proposed transactions, and is cautioned not to trade in the Company’s securities while in possession of non-public information relating to the Company.
12. As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more target businesses; (ii)
“Shares” shall mean, collectively, the Common Stock, the Founder Shares and the Underlying Shares; (iii)
“Founder Shares” shall mean the 5,750,000 shares of Common Stock issued and outstanding immediately prior
to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Founders, FHA and
any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,375,000 warrants
of the Company (or 6,975,000 warrants if the over-allotment option is exercised in full) that the Founders have agreed to purchase
for an aggregate purchase price of $6,375,000 in the aggregate (or $6,975,000 if the over-allotment option is exercised in full), or
$1.00 per warrant, in a private placement that shall occur substantially concurrently with the consummation of the Public Offering;
(vii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (viii)
“Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering
shall be deposited; (ix) “Transfer” shall mean the (a) sale or assignment of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a
call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b) herein; and (x) “Underlying Shares” shall mean
shares of Common Stock issuable upon exercise of the Private Placement Warrants.
13. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider and each Founder that is the subject of any such change, amendment modification or waiver and (2) the Company.
14. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on each Insider and their respective successors, heirs and assigns and permitted transferees.
15. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees; provided, however, that the Underwriters shall benefit from the provisions set forth in paragraph 3, which such paragraphs shall not be amended or modified without the written consent of the Representative.
16. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
17. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
18. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
19. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.
20. Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement, and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.
21. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-Up Periods and (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [ ]; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
[Signature Page Follows]
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Sincerely,
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FOUNDERS:
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BEA
HOLDINGS, LLC
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By:
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Name: Bradley
A. Bostic
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Title: Manager
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M2
ENTERPRISES HOLDINGS, LLC
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By:
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Name:
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Travis
A. Morgan
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Title:
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Manager
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HC1.COM,
INC
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By:
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Name:
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Chris
Brown
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Title:
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Chief
Operating Officer
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R.
Mark Lubbers
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Dr.
F. John Mills
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Dr.
Nancy L. Snyderman
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[Signature Page to Letter Agreement]
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FHA:
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FUTURE HEALTH ASSOCIATES 1, LLC
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By:
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Name:
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Travis A. Morgan
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Title:
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Manager
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[Signature Page to Letter Agreement]
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Acknowledged and Agreed:
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FUTURE HEALTH ESG CORP.
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By:
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Name: Bradley A. Bostic
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Title: Chief Executive Officer
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[Signature Page to Letter Agreement]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_____], 2021, by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-258911 (the “Registration Statement”) for the initial public offering
of the Company’s units (the “Units”), each of which consists of one share of the Company’s common
stock, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and
WHEREAS, as described in the Registration Statement,
$201,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $231,150,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the shares of Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
WHEREAS, the Company has entered into that certain
Underwriting Agreement, dated as of [_____], 2021, with the Representative, pursuant to which the Company will pay the Representative
a cash fee (the “Deferred Commission”) for certain advisory services upon the consummation of the Company’s
initial Business Combination (as defined below) in an amount equal to, in the aggregate, 4.5% of the gross proceeds of the Offering, including
any proceeds from the full or partial exercise of the Underwriters’ over-allotment option less an amount equal to the $300,000 financial
advisory fee (the “Roth Fee”) payable to Roth Capital Partners, LLC (“Roth”) upon
consummation of our initial business combination; and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder; while account funds are invested or uninvested,
the Trustee may earn bank credits or other consideration;
(d) Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
(e) Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;
(f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;
(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i)
Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with the
terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer,
Chief Financial Officer, Secretary or other authorized officer of the Company (an “Authorized Representative”),
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest
shall be net of any taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) 15
months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee
prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes
payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to
the Public Stockholders of record as of such date;
(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and
distribute on behalf of the Company the amount of interest earned on the Property requested by the Company to cover any tax
obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall
forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be
designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account; provided, further, however, that if the tax to be paid is a franchise
tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the
Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it
being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the
Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is
entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to or on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the Registration Statement or (B) with respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and
(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized Representative of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;
(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;
(d) In connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the Company and one or more target businesses (a “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;
(e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and
(g)
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the
form of Exhibit A that the Deferred Commission be paid directly to the account or accounts directed by the Representative and
the Roth Fee be paid directly to the account or accounts directed by Roth.
3. Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any written direction, order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g) Verify the accuracy of the information contained in the Registration Statement;
(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;
(i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;
(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
4. Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b); or
(c) If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or the purchasers of private warrants of the Company, as applicable, shall be returned promptly following the receipt by the Trustee of written instructions from the Company.
6. Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds.
(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) or 1(k) (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise validly indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.
(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.
(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Email: fwolf@continentalstock.com;
cgonzalez@continentalstock.com
if to the Company, to:
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 1990
Attention: [Travis A. Morgan
travis@fhesg.com
in each case, with copies to:
Blank Rome LLP
1271 Avenue of the Americas
New York, NY 10020
Attention: Brad L. Shiffman, Esq.
bshiffman@blankrome.com
and
Cantor Fitzgerald & Co.
[__]
Attn: [__]
and
Graubard Miller LLP
405 Lexington Avenue
New York, NY 10174
Attn: Jeffrey Gallant, Esq.
jgallant@graubard.com
(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company.
(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.
(h) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.
(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.
(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
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By:
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Name: Travis A. Morgan
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Title: Chief Financial Officer
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Continental Stock Transfer & Trust Company, as Trustee
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By:
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Name: Francis Wolf
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Title: Vice President
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SCHEDULE A
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Fee Item
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Time and method of payment
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Amount
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Initial acceptance fee
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Initial closing of the Offering by wire transfer.
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$3,500.00
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Annual fee
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First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.
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$10,000.00
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Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)
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Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)
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$250.00
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Paying Agent services as required pursuant to Section 1(i) and 1(k)
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Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
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Prevailing rates
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EXHIBIT A
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account – Termination Letter
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between Future Health ESG Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [____] , 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with___________________ (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn any interest or dividends.
On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer or Chief Financial Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held, and (b) joint
written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of the Deferred Commission and the Roth Fee from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.
Accepted and Agreed:
Cantor Fitzgerald & Co.
EXHIBIT B
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account – Termination Letter
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between Future Health ESG Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [____], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation, as described in the Company’s Registration Statement relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected _______________ as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated certificate of incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.
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Very truly yours,
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Future Health ESG Corp.
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By:
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Name:
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Title:
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cc: Cantor Fitzgerald & Co.
EXHIBIT C
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account – Tax Payment Withdrawal Instruction
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between Future Health ESG Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [____], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $____________ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
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Future Health ESG Corp.
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By:
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Name:
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Title:
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cc: Cantor Fitzgerald & Co.
EXHIBIT D
[Letterhead of Company]
, 2021
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account – Stockholder Redemption Withdrawal Instruction
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Future Health ESG Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [_____], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders on behalf of the Company $___________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The funds as described above are needed to pay the Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions as described in the Registration Statement or (B) with respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.
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Very truly yours,
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Future Health ESG Corp.
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By:
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Name:
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Title:
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cc: Cantor Fitzgerald & Co.
Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among Future Health ESG Corp., a Delaware corporation (the “Company”),
Cantor Fitzgerald & Co. (“Cantor”) and the other parties listed on the signature pages hereto and any person
or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, a “Holder”
and collectively the “Holders”).
RECITALS
WHEREAS, the Holders collectively own an
aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001
per share (the “Common Stock”);
WHEREAS, pursuant to separate agreements
with the Company, the Holders have agreed to purchase an aggregate of 7,375,000 warrants (or up to 8,125,000 warrants if the underwriters’
over-allotment is exercised in full) (the “Private Placement Warrants”), in a private placement transaction
to close substantially concurrently with the closing of the Company’s initial public offering; each Private Placement Warrant entitles
the holder thereof to purchase one share of Common Stock at a price of $11.50 per share;
WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I.
DEFINITIONS
1.1.
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:
“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under
which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not
being filed and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement” shall have
the meaning given in the Preamble.
“Board” shall mean the
Board of Directors of the Company.
“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.
“Cantor” shall have the
meaning given in the Preamble.
“Commission” shall mean
the Securities and Exchange Commission.
“Common Stock” shall
have the meaning given in the Recitals hereto.
“Company” shall have
the meaning given in the Preamble.
“Demand Registration”
shall have the meaning given in subsection 2.1.1.
“Demanding Holder” shall
have the meaning given in subsection 2.1.1.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1” shall have
the meaning given in subsection 2.1.1.
“Form S-3” shall have
the meaning given in subsection 2.3.1.
“Founder Shares” shall
have the meaning given in the Recitals hereto.
“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the last reported sale
price of the 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 after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction
that results in all of the Company’s public stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property.
“Holders” shall have
the meaning given in the Preamble.
“Insider Letter” shall
mean that certain letter agreement, dated the date hereof, by and among the Company, the Holders and each of the other parties thereto.
“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.
“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-Up Period or Private Placement Warrant Lock-Up Period, as the case may be, under the Insider
Letter and any other applicable agreement between such Holder and the Company and to any transferee thereafter.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
“Private Placement Warrant”
shall have the meaning given in the Recitals.
“Private Placement Warrant Lock-Up
Period” shall mean, with respect to Private Placement Warrants, including any of the Common Stock issued or issuable upon
the exercise or conversion of the Private Placement Warrants that are held by the initial purchasers of the Private Placement Warrants
or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable
Security” shall mean (a) the Founder Shares, (b) any shares of the Common Stock issued or issuable upon the exercise
of any Private Placement Warrant, (c) any outstanding share of the Common Stock or any other equity security (including the shares
of the Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the
date of this Agreement, (e) any shares of Common Stock issued or issuable upon the exercise of any equity security of the Company
issuable upon conversion of any working capital loans in an amount up to $2,000,000 made to the Company by a Holder, and (f) any
other equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect to any such share
of the Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable Security,
such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such
securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of
or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new
certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and
subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall
have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities
Act or Rule 144 or Rule 145 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission);
or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.
“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
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(A)
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all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock is then listed;
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(B)
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fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);
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(C)
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printing, messenger, telephone and delivery expenses;
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(D)
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reasonable fees and disbursements of counsel for the Company;
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(E)
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reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
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(F)
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reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.
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“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall
have the meaning given in subsection 2.1.1.
“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.
“Shelf” shall have the
meaning given in subsection 2.3.1.
“Takedown Requesting Holder”
shall have the meaning given in subsection 2.3.3.
“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.
“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.
ARTICLE II.
REGISTRATIONS
2.1.
Demand Registration.
2.1.1.
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any
time and from time to time on or after the date the Company consummates the initial Business Combination the Holders of at least a majority
in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written
demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the
amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the
Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice
from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting
Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the
Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holder(s)
and Requesting Holder(s) pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as soon as
practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration. Under
no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that
a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available
at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting
Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1
of this Agreement.
2.1.2. Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a
Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration
Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by
the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration
pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or
state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter
affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than
five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file
another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration
pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3.
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4. Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any,
as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any
other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in
the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the
“Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows:
(i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the
respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in
such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders
have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in
a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the
Maximum Number of Securities.
2.1.5.
Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in the case of an
Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the
applicable offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration
pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the
Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
prior to its withdrawal under this subsection 2.1.5.
2.2.
Piggyback Registration.
2.2.1. Piggyback
Rights. If, at any time on or after the date the Company consummates an initial Business Combination, the Company proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of
stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to
Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders,
(iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend
reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable
Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration
Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable
Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration
a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be
included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a
proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to
be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such
Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such
Underwritten Offering by the Company.
2.2.2.
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of the Common Stock that the Company desires to sell, taken together
with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if
any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Securities, then:
(a)
If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to
register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number
of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such
Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such
Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A),
(B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is
obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without
exceeding the Maximum Number of Securities.
2.2.3.
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under
the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own
good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4.
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.
Shelf Registrations.
2.3.1. The
Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of
their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time
(“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed
pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included
therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three
(3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a
Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of
Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such
Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within three (3) days after
the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days
after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall register all or
such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such
portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written
notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any
such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any
other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and
such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. The Company shall maintain each
Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with
the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In
the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1
to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
2.4.
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to
the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after
the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior
to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the
good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that
it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders
a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Company stating
that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed
in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall
have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company
shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained
in this Agreement, the Company shall not be required to effect or permit any Registration or cause any Registration Statement to become
effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period
or the Private Placement Warrant Lock-Up Period, as the case may be.
ARTICLE III.
COMPANY PROCEDURES
3.1.
General Procedures. If at any time on or after the date the Company consummates an initial Business Combination, the Company
is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to
permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible:
3.1.1.
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;
3.1.2.
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on
such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan
of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3.
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the
Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel,
copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included
in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;
3.1.4.
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;
3.1.5.
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;
3.1.6.
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;
3.1.7.
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;
3.1.8.
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9.
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10.
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;
3.1.11.
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12.
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such
opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13.
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;
3.1.14. make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the
Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any
successor rule promulgated thereafter by the Commission);
3.1.15.
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16.
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.
3.2.
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3.
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such
person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes
all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.
3.4.
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or
Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she
or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby
covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or
it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or
would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond
the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial
effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days
in any 12-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its
rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their
use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5.
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall
take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell
shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided
by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing
any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.
3.6.
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cantor may not exercise its rights
under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date of the Company’s
registration statement on Form S-1, File No. 333-258911, and (ii) Cantor may not exercise its rights under Section 2.1 more than
one time.
ARTICLE IV.
INDEMNIFICATION AND CONTRIBUTION
4.1.
Indemnification.
4.1.1.
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors
and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing
to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and
each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
with respect to the indemnification of the Holder.
4.1.2. In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers and
agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and out-of-pocket expenses (including, without limitation reasonable outside attorneys’ fees) resulting from any
untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit
so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the
Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to
the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3.
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which he, she or it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.
4.1.4.
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5. If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the
indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or
indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to
information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to
above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3
above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any
investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection
4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person
who was not guilty of such fraudulent misrepresentation.
ARTICLE V.
MISCELLANEOUS
5.1.
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: 8 The Green, Suite #12081, Dover, DE 19901,
Attention: Chief Executive Officer, Email: brad@fhesg.com, and, if to any Holder, at such Holder’s address as set forth in the Company’s
books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2.
Assignment; No Third Party Beneficiaries.
5.2.1.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.
5.2.2.
Prior to the expiration of the Founder Shares Lock-Up Period or the Private Placement Warrant Lock-Up Period, as the case may
be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except
in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the transfer restrictions set forth in this Agreement.
5.2.3.
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4.
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.
5.2.5.
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.
5.3.
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4.
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B), AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (2) SUBJECT TO APPLICABLE LAW,
THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW
YORK.
5.5.
TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.6.
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its
capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in
such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other
party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies
under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.
5.7.
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.
5.8.
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5 and Article IV shall survive any termination.
5.9.
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.
[SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.
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COMPANY:
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FUTURE
HEALTH ESG CORP.
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By:
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Name:
Bradley A. Bostic
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Title:
Chief Executive Officer
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[Signature
Page to Registration Rights Agreement]
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HOLDERS:
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BEA
HOLDINGS, LLC
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By:
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Name:
Bradley A. Bostic
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Title:
Manager
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M2
ENTERPRISES HOLDINGS, LLC
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By:
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Name:
Travis A. Morgan
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Title:
Manager
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HC1.COM,
INC
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By:
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Name:
Chris Brown
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Title:
Chief Operating Officer
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R.
Mark Lubbers
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Dr.
F. John Mills
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Dr.
Nancy L. Snyderman
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CANTOR
FITZGERALD & CO.
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By:
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Name:
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Title:
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[ANCHOR
INVESTORS]
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[Signature
Page to Registration Rights Agreement]
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FUTURE
HEALTH ASSOCIATES 1, LLC
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By:
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Name:
Travis A. Morgan
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Title:
Manager
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[Signature Page to Registration
Rights Agreement]
Exhibit 10.4
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
RE: Securities Subscription Agreement
Ladies and Gentlemen:
Future Health ESG Corp., a Delaware corporation (the “Company”), is pleased to accept the offer [ ], a [ ] (the “Subscriber” or “you”), has made to purchase [ ] shares of the Company’s common stock (the “Securities”), $0.0001 par value per share (the “Common Stock”). The terms on which the Company is willing to sell the Securities to the Subscriber, and the Company and the Subscriber’s agreements regarding such Securities, are as follows:
1. Purchase of Securities.
For the sum of $[ ] (the “Purchase Price”), which the Company acknowledges has been remitted at the Company’s direction for offering costs, the Company hereby sells and issues the Securities to the Subscriber, and the Subscriber hereby purchases the Securities from the Company on the terms and subject to the conditions set forth in this agreement (this “Agreement”). Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the Securities (the “Original Certificate”) or effect such delivery in book-entry form.
2. Representations, Warranties and Agreements
2.1 Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Securities to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1 No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Securities.
2.1.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Organization and Authority. The Subscriber is a [ ], validly existing and in good standing under the laws of [ ] and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience, Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities for an indefinite period of time because the Securities have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Securities are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Securities and to afford a complete loss of the Subscriber’s investment in the Securities.
2.1.5 Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.
2.1.7 Investment Purposes. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act.
2.1.8 Restrictions on Transfer; Shell Company. The Subscriber understands the Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries representing the Securities will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Securities. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until at least one year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.1.9 Material Non-Public Information. The Subscriber represents that it is aware that the United States securities laws may prohibit any person who has received from the other party material nonpublic information concerning the matters that are the subject of this letter from purchasing or selling securities of such party or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In furtherance of the foregoing, the undersigned agrees not to make any open market purchases or sales beginning from the tenth day following the closing of the IPO until the completion of the business combination.
2.1.10 No Governmental Consents. No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Securities, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Organization and Corporate Power. The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.
2.2.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Certificate of Incorporation or bylaws of the Company, (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which the Securities may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture of Securities.
3.1 Partial or No Exercise of the Over-allotment Option. In the event the over-allotment option granted to the underwriters of the IPO (as defined below) (the “Over-allotment Option”) is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Securities) shall automatically forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Securities (up to an aggregate of 415,688 shares of Common Stock (the “Maximum Forfeited Shares”) and pro rata based upon the percentage of the Over-allotment Option exercised). For the avoidance of doubt, the number of Securities to be forfeited shall be equal to (i) the Maximum Forfeited Shares minus (ii) the product of (a) the Maximum Forfeited Shares multiplied by (b) a fraction, the numerator of which is the number of Units for which the Over-allotment Option is exercised and the denominator of which is 2,250,000 Units.
3.2 Termination of Rights as Stockholder. If any of the Securities are forfeited in accordance with this Section 3, then after such time the Subscriber (or its successor in interest), shall no longer have any rights as a holder of such forfeited Securities, and the Company shall take such action as is appropriate to cancel such forfeited Securities.
3.3 Share Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3, then the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising the Subscriber of such adjustment, following which a new certificate (the “New Certificate”), if any, shall be issued in such amount representing the adjusted number of Securities held by the Subscriber. The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated securities held by the Subscriber shall be made in book-entry form.
4. Waiver of Liquidation Distributions; Redemption Rights. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Company’s initial public offering (the “IPO”) will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any shares of Common Stock so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of Common Stock held by it into funds held in the Trust Account upon the successful completion of an initial business combination. For the avoidance of doubt, the foregoing shall not restrict the right of any affiliate of the Subscriber to redeem any shares of Common Stock purchased in the IPO or aftermarket by such affiliate of the Subscriber.
5. Restrictions on Transfer.
5.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto, (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Securities proposed to be transferred shall then be effective or (b) the Company has received, if requested by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Lock-up. The Subscriber acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter. Pursuant to the Insider Letter, the Subscriber will agree (subject to certain customary exceptions) not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities until the earlier to occur of: (a) one year after the completion of the Company’s initial business combination, (b) if the last sale price of the 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 after the Company’s initial business combination and (c) the date on which the Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
5.3 Restrictive Legends. All certificates representing the Securities shall have endorsed thereon legends substantially as follows:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.”
5.4 Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Common Stock, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Securities subject to this Section 4 or into which such Securities thereby become convertible shall immediately be subject to this Section 5. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Securities subject to this Section 5.
5.5 Registration Rights. The Subscriber acknowledges that the Securities are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).
6. Other Agreements.
6.1 Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
6.2 Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party, and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
6.3 Entire Agreement. This Agreement, together with that certain Insider Letter to be entered into between the Subscriber and the Company and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 associated with the Company’s IPO (the “Registration Statement”), embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
6.4 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
6.5 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
6.6 Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.
6.7 Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
6.8 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Delaware applicable to contracts wholly performed within the borders of such state.
6.9 Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.
6.10 No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
6.11 Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.
6.12 No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference
only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
6.16 Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting and Tender of Securities. The Subscriber agrees to vote the Securities in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to any of the Securities in connection with an initial business combination or any amendment to the Certificate of Incorporation of the Company, as amended, prior to an initial business combination, other than as specifically contemplated by the Registration Statement. Additionally, the Subscriber agrees not to tender any Securities in connection with a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.
8. Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
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Very truly yours,
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Future Health ESG Corp.
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By:
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Name:
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Travis A. Morgan
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Title:
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CFO
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[ ]
[Signature Page to Securities Subscription Agreement]
Exhibit 10.5
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”), and Future Health ESG Associates 1, LLC, an Indiana limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of common stock of the Company, par value $0.0001 per share (a “Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed to purchase, at a price of $1.00 per warrant, an aggregate of 6,375,000 warrants (or up to 6,975,000 warrants if the underwriters in the Public Offering exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Securities. The Company has duly authorized the issuance and sale of the Private Placement Warrants and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,375,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,375,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, an amount equal to the Purchase Price less up to $200,000 advanced to Future Health ESG to fund operating expenses in advance of the Public Offering (the “Operating Expense Advance”) by wire transfer of immediately available funds to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. The Operating Expense Advance shall thereafter be delivered to the Trust Account on the IPO Closing Date by the underwriters in the IPO on behalf of the Purchaser to satisfy delivery of the full Purchase Price. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentences, the Company shall effect such delivery in book-entry form.
(ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 600,000 Private Placement Warrants (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.
C. Terms of the Private Placement Warrants.
(i) The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired, and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(ii) On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.
Section 2. Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:
A. Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement (as applicable) and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.
(ii) The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants and the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Company’s certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”) or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement (as applicable), the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement (as applicable), the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.
D. Governmental Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable requirements of the Securities Act.
Section 3. Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment Representations.
(i) The Purchaser is acquiring the Private Placement Warrants, and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act.
(iv) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.
(v) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vi) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of Securities after a Business Combination.
(vii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.
(viii) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate “stop transfer restrictions”.
Section 4. Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.
B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants, hereunder.
D. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
E. Warrant Agreement. The Company shall have entered into the Warrant Agreement.
Section 6. Termination.
This Agreement may be terminated at any time after [●], 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering has not occurred prior to such date.
Section 7. Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive the applicable Closing Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.
Section 9. Miscellaneous.
A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.
D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.
F. Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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FUTURE HEALTH ESG CORP.
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By:
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Name: Travis A. Morgan
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Title: Chief Financial Officer
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PURCHASER:
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FUTURE HEALTH ESG ASSOCIATES 1, LLC
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By:
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Name: Bradly A. Bostic
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Title: Manager
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[Signature Page to Private Placement Warrants Purchase Agreement]
Exhibit 10.6
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
(as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated
as of [ ], 2021, is entered into by and between Future Health ESG Corp., a Delaware corporation (the “Company”),
and [ ], a [ ] (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of common
stock of the Company, par value $0.0001 per share (a “Share”), and one-half of one redeemable warrant, each
whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 1,000,000 warrants (or up to 1,150,000 warrants if the underwriters in the Public Offering
exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant
entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1.
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A.
Authorization of the Private Placement Securities. The Company has duly authorized the issuance and sale of the Private
Placement Warrants and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying
such Private Placement Warrants, to the Purchaser.
B.
Purchase and Sale of the Private Placement Warrants.
(i) On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and
the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, 1,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an
aggregate purchase price of $1,000,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1)
business day prior to the IPO Closing Date, an amount equal to the Purchase Price by wire transfer of immediately available funds to
accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in
accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the
immediately prior sentences, the Company shall effect such delivery in book-entry form.
(ii)
On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or
on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,”
and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 150,000 Private Placement Warrants (or, to the
extent the over-allotment option is not exercised in full, a lesser number of Private Placement Warrants in proportion to the portion
of the over-allotment option that is then exercised) at a price of $1.00 per Private Placement Warrant for an aggregate purchase price
of up to $150,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”).
The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of
immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day
prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the
immediately prior sentence, the Company shall effect such delivery in book-entry form.
C.
Terms of the Private Placement Warrants.
(i)
The Private Placement Warrants are substantially identical to the Warrants included in the units to be offered in the Public Offering
except that (a) the Private Placement Warrants will not, except in limited circumstances, be transferable or salable until 30 days after
the completion of the Company’s initial business combination (the “Business Combination”) so long as they
are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption
from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described
above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration
is available, and the restrictions described above in clause (a) have expired, and (c) each Private Placement Warrant shall have the terms
set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with
the Public Offering (the “Warrant Agreement”).
(ii)
On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Shares underlying the Private Placement Warrants.
Section 2.
Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:
A.
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant
Agreement.
B.
Authorization; No Breach.
(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants, and subject to proper exercise of
the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized
by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement (as applicable) and this Agreement, the Private
Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each
Closing Date.
(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants and the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective
terms hereof and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the Company’s certificate of incorporation (the “Charter”) and bylaws (the “Bylaws”)
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement
(as applicable), the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable.
On the date of issuance of the Private Placement Warrants the Shares issuable upon exercise of the Private Placement Warrants shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement (as
applicable), the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of the Private
Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims
or encumbrances imposed due to the actions of the Purchaser.
D.
Governmental Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated
by this Agreement, except for applicable requirements of the Securities Act.
Section 3.
Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:
A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.
B.
Authorization; No Breach.
(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser do not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to
the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order,
judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.
C.
Investment Representations.
(i)
The Purchaser is acquiring the Private Placement Warrants, and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii) The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act. The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) of Regulation D under the Securities Act.
(iv)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.
(v)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vi)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available
for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of Securities after
a Business Combination.
(vii)
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investments in the Securities.
(viii)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement and be subject to appropriate “stop transfer restrictions”.
Section 4.
Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
correct at and as of such Closing Date as though then made.
B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.
D.
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement, in each case on terms satisfactory to the Purchaser.
Section 5.
Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.
B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants, hereunder.
D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.
E.
Warrant Agreement. The Company shall have entered into the Warrant Agreement.
Section 6.
Termination.
This Agreement may be terminated at any time after
[●], 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the
Public Offering has not occurred prior to such date.
Section 7.
Survival of Representations and Warranties.
All of the representations and warranties contained
herein shall survive the applicable Closing Date.
Section 8.
Definitions.
Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.
Section 9.
Miscellaneous.
A.
Restrictions on Transfer; Forfeiture. The Purchaser agrees that it shall not sell, transfer, assign, pledge or hypothecate
any of the Private Placement Warrants or the Shares underlying the Private Placement Warrants, or subject any of such securities to any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities,
except as provided in FINRA Rule 5110(e)(2), during the period commencing on the effective date of the Public Offering and ending 180
days after such date. Additionally, the Purchaser agrees that it will forfeit for cancellation any Private Placement Warrants held by
it on the five-year anniversary of the effective date of the Public Offering in accordance with FINRA Rule 5110(g).
B.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).
C.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
D.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to
this Agreement transmitted via facsimile or e-mail shall be valid and effective to bind the party so signing.
E.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of
example rather than by limitation.
F.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of the State of New York.
G.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by the parties hereto.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.
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COMPANY:
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FUTURE HEALTH ESG CORP.
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By:
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Name: Travis A. Morgan
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Title: Chief Financial Officer
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PURCHASER:
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[ ]
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By:
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Name:
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Title:
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[Signature Page to Private Placement
Warrants Purchase Agreement]
Exhibit 10.7
AMENDMENT TO
SECURITIES SUBSCRIPTION AGREEMENT
This Amendment (the “Amendment”)
to the Securities Subscription Agreement, dated as of March 3, 2021 (the “Agreement”), by and between Future Health
ESG Corp., a Delaware corporation (the “Company”), and [ ] (the “Subscriber”
and, together with the Company, the “Parties”), is made and entered into by the Parties as of [ ],
2021 (the “Effective Date”).
WHEREAS, the Parties desire
to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, the Parties,
in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound hereby, do mutually agree as follows:
1. Capitalized
Terms. Any capitalized terms not defined in this Amendment shall have the meaning ascribed to such term in the Agreement.
2. Amendment.
As of the Effective Date, Section 3.1 of the Agreement shall be deemed deleted and replaced in its entirety with the following:
“Section 3.1 Partial
or No Exercise of the Over-allotment Option. In the event the over-allotment option granted to the underwriters of the IPO (as defined
below) (the “Over-allotment Option”) is not exercised in full, the Subscriber acknowledges and agrees that it (or,
if applicable, it and any transferees of Securities) shall automatically forfeit at the time such Over-allotment Option expires (or earlier
if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Securities
(up to an aggregate of [ ] shares of Common Stock (the “Maximum Forfeited Shares”) and
pro rata based upon the percentage of the Over-allotment Option exercised). For the avoidance of doubt, the number of Securities to be
forfeited shall be equal to (i) the Maximum Forfeited Shares minus (ii) the product of (a) the Maximum Forfeited Shares
multiplied by (b) a fraction, the numerator of which is the number of Units for which the Over-allotment Option is exercised and
the denominator of which is 3,000,000 Units.”
3. Effectiveness
of Agreement. This Amendment constitutes an amendment to the Agreement in accordance with the terms thereof and shall be effective
and enforceable upon all parties to the Agreement in accordance with its terms, as amended hereby. Except as amended herein, the Agreement
shall continue in full force and effect and shall be enforceable in accordance with its terms.
4. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law (whether of Delaware or any other jurisdiction).
5. Entire
Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties relative to the specific
subject matter hereof.
6. Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties
have caused this Amendment to be executed on this [ ] day of [ ], 2021.
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By:
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Name:
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Travis
A. Morgan
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Title:
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CFO
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[ ]
[Signature
Page to Amendment to Securities Subscription Agreement]
Exhibit 10.8
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____], 2021, by and between FUTURE HEALTH ESG CORP., a Delaware corporation (the “Company”), and [___], [___] [and Director] of the Company (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and any of its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based publicly-traded corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and the Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [____], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement related to the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS. As used in this Agreement:
2.1. References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
2.2. The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
2.3. A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
2.3.1. Acquisition of Stock by Third Party. Other than an affiliate of Travis A. Morgan or Bradley A. Bostic, any other Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part 2.3.3 of this definition;
2.3.2. Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
2.3.3. Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of Travis A. Morgan or Bradley A. Bostic, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
2.3.4. Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
2.3.5. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
2.4. “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, advisor, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.
2.5. “Delaware Court” shall mean the Court of Chancery of the State of Delaware.
2.6. “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
2.7. “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, advisor, employee or agent.
2.8. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
2.9. “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
2.10. References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
2.11. “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
2.12. The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
2.13. The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
2.14. The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.
To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
To
the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance
with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason
of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses
shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought
or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.
Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS.
Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.
7.1. Notwithstanding any limitation in Sections 3, 4, or 5, and subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of applicable law.
7.2. Notwithstanding any limitation in Sections 3, 4, 5 or 7.1, and subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
8.1. To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
8.2. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
8.3. The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
10.1. Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter and the Bylaws of the Company, applicable law or otherwise. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
10.2. The Company will be entitled to participate in the Proceeding at its own expense.
10.3. The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
11.1. Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
11.2. Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement.
12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
12.1. A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
12.2. In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
12.3. The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
13.1. In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
13.2. If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be, to the fullest extent permitted by law, deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
13.3. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
13.4. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, managers, managing members or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
13.5. The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, advisor, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14.
REMEDIES OF INDEMNITEE.
14.1. In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
14.2. In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
14.3. If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
14.4. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
14.5. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
14.6. Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.
SECURITY.
Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
16.1. The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
16.2. The Charter, the Bylaws and the DGCL permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
16.3. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, advisor, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, advisor, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
16.4. In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
16.5. The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
17. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, advisor, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT.
19.1. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
19.2. Without limiting any of the rights of Indemnitee under the Charter or the Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
19.3. The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, advisor, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
19.4. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
19.5. The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
20. MODIFICATION AND WAIVER.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, on such delivery, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
Future Health ESG Corp.
8 The Green, Suite #12081
Dover, DE 19901
Attn: Chief Executive Officer
With a copy, which shall not constitute notice, to:
Blank Rome LLP
1271 Avenue of the Americas
New York NY 10020
Attn: Brad L. Shiffman, Esq.
or to any other address as may have been furnished to Indemnitee in writing by the Company.
22. APPLICABLE LAW AND CONSENT TO JURISDICTION.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
23.
IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24.
MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
25.
PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
26.
ADDITIONAL ACTS.
If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
27.
WAIVER OF CLAIMS TO TRUST ACCOUNT.
Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.
28.
MAINTENANCE OF INSURANCE.
The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
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Future Health ESG Corp.
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By:
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Name:
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Title:
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Name:
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Address:
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c/o Future Health ESG Corp.
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8 The Green, Suite #12081
Dover, DE 19901
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[Signature Page to Indemnity Agreement]
Exhibit 10.9
THIS
PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to $200,000
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Dated as of March 4, 2021
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Future Health ESG Corp.,
a Delaware corporation (“Maker”), promises to pay to the order of Future Health ESG Associates 1, LLC or its
registered assigns or successors in interest (collectively, “Payee”), or order, the principal sum of Two Hundred
Thousand Dollars ($200,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this
Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described
below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1.
Principal. The entire unpaid principal balance of this Note shall be due and payable
in full on the earlier of: (i) March 31, 2022, and (ii) the date on which Maker consummates an initial public offering of its securities
(such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event
of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its election and without penalty.
Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker,
be obligated personally for any obligations or liabilities of Maker hereunder.
2.
Drawdown Requests. Maker and Payee agree that Maker may request, from time to time,
up to Two Hundred Thousand Dollars ($200,000) in drawdowns under this Note to be used for costs and expenses related to Maker’s
proposed initial public offering of its securities (the “IPO”), including its formation. The principal of this
Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down. Payee shall fund each Drawdown Request no later
than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns
outstanding under this Note at any time may not exceed Two Hundred Thousand Dollars ($200,000). No fees, payments or other amounts
shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
3. Interest.
No interest shall accrue on the unpaid principal balance of this Note.
4.
Application of Payments. All payments shall be applied first to payment in full of
any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity
Date.
(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of sixty (60) consecutive days.
5.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all
other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of Payee.
6.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects
and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker
by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any
sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.
7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting
Maker’s liability hereunder.
8.
Notices. All notices, statements or other documents which are required or contemplated
by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier
service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently
provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic
mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated
in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
9. Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
10.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
11.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established
in which proceeds of the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants
issued in a private placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater
detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with
the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.
12.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the
written consent of Maker and Payee.
13.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder
may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto
and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.
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FUTURE HEALTH ESG CORP.
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By:
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/s/ Bradley A. Bostic
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Name:
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Bradley A. Bostic
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Title:
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Chief Executive Officer
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Agreed and Acknowledged:
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FUTURE HEALTH ESG ASSOCIATES 1, LLC
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By:
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/s/ Travis A. Morgan
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Name:
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Travis A. Morgan
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Title:
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Manager
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[Signature Page to Promissory Note]
Exhibit 10.10
THIS PROMISSORY NOTE (THIS
“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to $50,000
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Dated as of August 24, 2021
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Future Health ESG Corp., a Delaware
corporation (“Maker”), promises to pay to the order of Future Health ESG Associates 1, LLC or its registered assigns
or successors in interest (collectively, “Payee”), or order, the principal sum of Fifty Thousand Dollars ($50,000)
or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined
below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be
made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time
to time designate by written notice in accordance with the provisions of this Note.
1. Principal.
The entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) March 31, 2022, and (ii) the
date on which Maker consummates an initial public offering of its securities (such earlier date of (i) and (ii), the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid
at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including but not limited to any
officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Drawdown
Requests. Maker and Payee agree that Maker may request, from time to time, up to Fifty Thousand Dollars ($50,000) in drawdowns under
this Note to be used for costs and expenses related to Maker’s proposed initial public offering of its securities (the “IPO”),
including its formation. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker
to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down. Payee shall fund
each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that
the maximum amount of drawdowns outstanding under this Note at any time may not exceed Fifty Thousand Dollars ($50,000). No fees, payments
or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to
the reduction of the unpaid principal balance of this Note.
Events of Default. The following shall constitute an event of
default (“Event of Default”):
(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.
(b) Voluntary Bankruptcy, Etc.
The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar
law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit
of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker
in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
5. Remedies.
(a) Upon the occurrence of an Event
of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable,
whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an
Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard
to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
6. Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.
7.
Unconditional Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and
agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting
Maker’s liability hereunder.
8. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the
address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number
as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.
9.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
10.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
11.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which proceeds of
the IPO (including the deferred underwriting discounts and commissions) and proceeds of the sale of the warrants issued in a private placement
to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement
and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
12.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of Maker and Payee.
13. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker,
intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
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FUTURE HEALTH ESG CORP.
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By:
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/s/ Bradley A. Bostic
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Name:
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Bradley A. Bostic
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Title:
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Chief Executive Officer
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Agreed and Acknowledged:
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FUTURE HEALTH ESG ASSOCIATES 1, LLC
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By:
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/s/ Travis A. Morgan
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Name:
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Travis A. Morgan
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Title:
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Manager
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[Signature Page to Promissory
Note]
Exhibit 10.11
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this “Agreement”),
dated as of August [●], 2021, is by and among (i) Future Health ESG Corp., a Delaware corporation (the “SPAC”),
(ii) MB Equity, LLC, an Indiana limited liability company (the “Sponsor”), and (iii) the parties named on the signature
page hereto (each, an “Investor”). This Agreement may be executed by an investment manager on behalf of managed funds
and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder; provided
that the IPO Indication (defined below) for all such managed funds or accounts shall be [ ]% in aggregate.
WHEREAS, in connection with the initial public
offering (the “IPO”) of units of the SPAC, with each such unit comprised of one share of common stock, par value $0.0001
per share, of the SPAC (the “Common Stock”) and the number of warrants specified in the Registration Statement (as
defined below), Investor has expressed an interest in acquiring up to [ ] units (the “IPO Indication”)
in the IPO, which shall not exceed [ ]% of the total number of units offered to the public in the IPO (calculated
without giving effect to the over-allotment option), at a price of $10.00 per unit.
WHEREAS, the parties wish to enter into this Agreement
pursuant to which Investor will purchase from the Sponsor Common Stock, par value $0.001 per share, of the SPAC (the “Founder
Shares”) for the same value paid by the Sponsor, or approximately $0.0058 per share.
NOW THEREFORE, the parties hereto hereby agree
as follows:
Section 1. Sale and Purchase.
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(a)
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In connection with the IPO Indication, and subject to the satisfaction
of the conditions set forth in Section 1(b), the Sponsor hereby agrees to sell to Investor [ ] Founder Shares
(such shares, the “Transferred Shares”) for an aggregate purchase price of $[ ] ($0.0058 per
share) (the “Transfer Price”) on the date of the closing of the IPO, and Investor hereby agrees to purchase the Transferred
Shares (the “Transfer”). Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, Investor
shall pay the Transfer Price to the Sponsor in immediately available funds.
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(b)
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Subject to (i) the fulfillment by Investor (but only to the extent actually allocated to Investor by the underwriters) of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to Investor by the underwriters in the IPO, which number of allocated units shall not be greater than 4.9% of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters’ over-allotment option) or greater than the IPO Indication) and (ii) Investor’s payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto.
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(c)
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Notwithstanding anything to the contrary herein, the number of Transferred
Shares shall not be subject to cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including (i) transfer
of the Founder Shares to any person, (ii) failure of the underwriters to exercise their green shoe option, (iii) concessions or “earn-out”
triggers in connection with the negotiation of a Business Combination, (iv) or any other modification, without the Investor’s prior
written consent; provided, however, that if the IPO is downsized resulting in an allocation to the Investor of less than the IPO allocation,
the number of Transferred Shares shall be reduced pro rata.
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(d)
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The obligations of Investor hereunder are subject to there being no
material change in the pricing of the IPO or in the structure, terms and conditions or the capital structure of the SPAC from that set
forth in the Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “SEC”)
on August [ ], 2021 (the “Registration Statement”) and the consummation of the IPO by October
15, 2021.
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Section 2. Representations and Warranties of the
SPAC. The SPAC hereby represents and warrants to Investor, as of the date hereof and as of the closing date of the IPO, as follows:
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(a)
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The SPAC is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
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(b)
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This Agreement has been duly and validly executed and delivered by the SPAC and constitutes a legal, valid and binding obligation of the SPAC enforceable against the SPAC in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”).
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(c)
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The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the SPAC’s organizational documents, any agreement or other instrument to which the SPAC is a party or by which the SPAC is bound, or any decree, order, statute, rule or regulation applicable to the SPAC.
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(d)
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The Transferred Shares, when issued to the Sponsor, were validly issued, fully paid and non-assessable, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”), other than those arising under applicable securities laws or as otherwise disclosed in the SPAC’s Registration Statement, and were not issued in violation of, or subject to, any preemptive or similar rights.
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Section 3. Representations and Warranties of the
Sponsor. The Sponsor hereby represents and warrants to Investor, as of the date hereof and as of the closing date of the IPO, as follows:
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(a)
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The Sponsor is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.
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(b)
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This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to the Enforceability Exceptions.
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(c)
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The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any material violation of or default under, any of the Sponsor’s organizational documents, any agreement or other instrument to which the Sponsor is a party or by which the Sponsor is bound, or any decree, order, statute, rule or regulation applicable to the Sponsor.
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(d)
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The terms set forth in this Agreement are as favorable to the Investor
as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of the SPAC in connection with
expressing interest in the IPO, provided that the Investor acknowledges that Founders Shares have been offered to the Sponsor, executive
officers, advisors, directors and director nominees of the SPAC in connection with their service and the Sponsor expressly reserves the
right to issue membership interests in the Sponsor in its sole discretion.
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(e)
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The Sponsor is beneficial owner of the Transferred Shares. Except as
described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person
regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies,
voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that
may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement
or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or
any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental
regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental
Authority”). Upon transfer of the Transferred Shares to the Investor at the closing of the IPO against payment of the Transfer Price,
the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options,
proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer
that may be imposed by Applicable Law.
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Section 4. Representations and Warranties of Investor.
Investor hereby represents and warrants to the SPAC and the Sponsor, as of the date hereof and as of the closing date of the IPO, as follows:
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(a)
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Investor is duly organized and in good standing (to the extent applicable) under its jurisdiction of organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
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(b)
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This Agreement has been duly and validly executed and delivered by
Investor and constitutes a legal, valid and binding obligation of Investor enforceable against Investor in accordance with its terms,
subject to the Enforceability Exceptions.
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(c)
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The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the performance of its obligations hereunder will not materially conflict with, or result in any
material violation of or default under, any of the Investor’s organizational documents, any agreement or other instrument to which
Investor is a party or by which Investor is bound, or any decree, order, statute, rule or regulation applicable to Investor.
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(d)
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Investor is an “accredited investor” as that term is defined
in Regulation D or “qualified institutional buyer” as that term is defined in Rule 144A, each as promulgated under the Securities
Act of 1933, as amended.
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Section 5. Additional Agreements and
Acknowledgements.
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(a)
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The Investor agrees with SPAC that without written consent of the SPAC, the Investor will not to transfer, assign or sell any Transferred Shares held by it until the earlier of (i) one year after the date the SPAC consummates a Business Combination (as defined below) and (ii) the earlier to occur of, subsequent to a Business Combination, (A) the first date on which the last reported sale price of the Common Stock equals or exceeds $12.00 per share of stock (as adjusted for stock sub-divisions, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation a Business Combination and (B) the date on which the post Business Combination SPAC consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the post Business Combination SPAC’s stockholders having the right to exchange their Common Stock (or any successor security thereto) for cash, securities or other property. The Transferred Shares owned directly or indirectly by the Investor will not be subject to additional lock-up restrictions other than those detailed in this Section 5(a) and as required by the federal and state securities laws. For the avoidance of doubt, this Section 5 shall not (i) restrict the Investor from transferring, assigning or selling any Common Stock, warrants (including Shares of Common Stock issuable upon the exercise thereof) or units acquired in the IPO or in the open market or any warrants or shares of common stock of the post Business Combination SPAC (including shares issuable upon the exercise of such warrants) acquired in the open market, (ii) prevent the Investor from seeking redemption for any Common Stock it acquires in the IPO or in the open market in accordance with the terms and conditions applicable to the Common Stock and the IPO described in the Registration Statement or (iii) restrict the Investor from transferring, assigning or selling any of the Transferred Shares to an affiliate (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended, of the Investor.
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(b)
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Investor acknowledges that the SPAC was formed for the purpose of effecting a merger, amalgamation, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).
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The Investor acknowledges and agrees that it has no right to and shall
not redeem any Transferred Shares owned by it, him or her in connection with a Business Combination or otherwise.
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(c)
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Investor acknowledges that it is aware the SPAC will establish a trust account (the “Trust Account”) for the benefit of its public stockholders upon the closing of the IPO. Investor agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect to the Transferred Shares or this Agreement. For the avoidance of doubt, this Section 5(c) shall not limit any right, title, interest or claim of the Investor in or to the monies held in the Trust Account with respect to Common Stock acquired by the Investor in the IPO or in the open market in accordance with the terms and conditions applicable to the Common Stock described in the Registration Statement.
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(d)
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In connection with the IPO, the SPAC shall enter into a registration rights agreement (the “Registration Rights Agreement”) with the Sponsor, Investor and certain other parties thereto in the form filed as an exhibit to the SPAC’s Registration Statement. The Registration Rights Agreement shall provide Investor with registration rights with respect to the Transferred Shares that are no less favorable to Investor than the registration rights of the Sponsor set forth therein.
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Section 6. Miscellaneous.
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(a)
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Any notice or communication under this Agreement shall be in writing
and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified
with return receipt requested, (ii) recognized courier or overnight delivery service providing evidence of delivery, or (iii) transmission
by hand delivery, electronic mail or facsimile, if to the Sponsor, to: MB Equity, LLC, if to the SPAC, to: Future Health ESG Corp.; and,
if to the Investor, at the Investor’s address or contact information as set forth on the signature page attached hereto.
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(b)
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This Agreement shall be governed by the internal laws (and not the law of conflicts) of the State of New York.
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(c)
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This Agreement may not be amended, modified or waived without the written consent of the parties hereto.
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(d)
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The rights and obligations under this Agreement may not be assigned by any party hereto without the prior written consent of the other parties.
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(e)
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From time to time, at the reasonable request of any of the other parties hereto, each party hereto shall execute and deliver such additional documents and instruments and take such further lawful action as may be necessary to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.
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(f)
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Any term or provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining rights of the person intended to be benefited by such provision or any other provisions of this Agreement.
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(g)
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This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Any signature page delivered by a facsimile machine or electronic mail shall be binding to the same extent as an original signature page.
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(h)
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Except as may be required by law, regulation or applicable stock exchange
listing requirements or judicial or administrative order, unless and until the transactions contemplated hereby and the terms hereof have
been publicly announced or otherwise publicly disclosed by the Sponsor, the parties hereto shall keep confidential and shall not publicly
disclose the existence or terms of this Agreement. Notwithstanding the foregoing, Investor shall be permitted to disclose any information
to its affiliates and to its and their control persons, officers, directors, employees, advisors, direct or indirect owners, partners,
agents and representatives, in each case so long as such person or entity has been advised of its obligation to comply with the confidentiality
provisions hereunder. Investor agrees that SPAC may disclose the terms of this Agreement in the Registration Statement; however, without
the prior consent of Investor, neither the SPAC nor Sponsor nor any affiliate thereof shall disclose the identity of Investor or its affiliates
or principals (in any regulatory filing or otherwise) unless required by applicable law or regulation or in connection with any inquiry
by a governmental authority (including any request from the Staff of the SEC) and, if so disclosed, the SPAC will provide the Investor
with a reasonable opportunity to review such disclosure.
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Investor shall have the right to review and approve (which approval
shall not be unreasonably withheld, delayed or conditioned) any disclosure of the terms hereof in the registration statement of the SPAC
relating to the IPO, and (ii) neither the SPAC nor Sponsor nor any affiliate thereof shall disclose the identity of Investor or its affiliates
or principals (in any regulatory filing or otherwise), except as required by Applicable Law or pursuant to a comment from the SEC or in
connection with any inquiry by a Governmental Authority, without the prior consent of Investor, which shall not be unreasonably withheld
or delayed.
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(i)
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Substantially concurrently with the execution of this Agreement, the
Sponsor is entering into separate agreements with other “anchor investors” in respect of indications of interest in purchasing
units in the IPO. The Sponsor represents that the material terms of such other agreements are not more favorable to such other “anchor
investors” thereunder than the terms of this Agreement. In the case that another “anchor investor” is afforded more
favorable terms than Investor, the Sponsor shall promptly notify Investor of such more favorable terms, and Investor shall have the right
to elect to have such more favorable terms, so as to be on the same terms, in which case the parties hereto shall promptly amend this
Agreement to effect the same. For the avoidance of doubt, if any other “anchor investor” has an ability to purchase proportionately
more Founders Shares relative to its expression of interest in the IPO than the Subscriber as set forth on the signature page hereto,
then such other “anchor investor” shall be considered to have more favorable material terms than the Investor. Notwithstanding
the foregoing, (i) this provision does not apply to any investor that participates in the at-risk capital of the Sponsor via a meaningful
investment or co-sponsorship or enters into a meaningful formal forward purchase agreement in connection with a private investment in
public equity (PIPE) in support of the SPAC’s potential business combination and (ii) this provision shall not be applicable as
a result of anchor investors that have expressed an interest in purchasing less than 4.9% of the units in the IPO being offered the opportunity
to receive proportionally fewer Founder Shares those Investors expressing an interest in 4.9% of the units in the IPO. Neither the SPAC
nor the Sponsor will waive any material obligation under the agreements with such other anchor investors unless the Investor has been
offered in writing the opportunity to concurrently receive the benefit of such waiver.
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(j)
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The parties hereto agree that irreparable damage may occur in the event
any provision of this Agreement is not performed in accordance with the terms hereof, and that the parties shall be entitled to seek specific
performance of the terms hereof, in addition to any other remedy at law, in equity, or otherwise.
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* * * * *
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed
this Agreement as of the date first written above.
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INVESTOR:
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[ ]
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By:
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Name:
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Title:
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Address:
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Phone:
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Email:
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SPAC:
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FUTURE HEALTH ESG CORP.
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By:
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Name:
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Title:
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SPONSOR:
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MB EQUITY, LLC
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By: , its managing member
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By:
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Name:
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Title:
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[Signature Page to Investment Agreement]
Exhibit 14
CODE OF ETHICS AND BUSINESS CONDUCT OF
FUTURE HEALTH ESG CORP.
The Board of Directors (the “Board”) of Future Health ESG Corp. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to:
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•
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promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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•
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promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
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•
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promote compliance with applicable governmental laws, rules and regulations;
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•
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require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
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This Code may be amended and modified by the Board. In this Code, references to the “Company” mean Future Health ESG Corp. and, in appropriate context, the Company’s subsidiaries, if any.
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2.
Honest,
Ethical and Fair Conduct
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Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.
Each person must:
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•
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act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;
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•
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observe all applicable governmental laws, rules and regulations;
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•
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comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;
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•
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adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
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•
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deal fairly with any customers, suppliers, competitors, employees and independent contractors of the Company;
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•
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refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;
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•
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protect the assets of the Company and ensure their proper use;
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•
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until the earliest of (i) the Company’s initial business combination (as such term is defined in the Company’s initial registration statement on Form S-1 filed with the SEC), (ii) the Company’s liquidation, and (iii) such time that such person ceases to be an officer or director of the Company, in each case, to first present to the Company for the Company’s consideration, prior to presentation to any other entity, any business opportunity, but only if such opportunity is suitable for the Company, subject to the Company’s amended and restated certificate of incorporation (as amended from time to time) in effect at such time and subject to any other fiduciary, contractual or other obligations such officer or director may have to other entities; and
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•
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avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a person subject to this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of interest situations include, but are not limited to, the following, all of which must be disclosed to the Company:
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any significant ownership interest in any target, supplier or customer of the Company;
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any consulting or employment relationship with any target, supplier or customer of the Company;
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the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;
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selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell (and, in the absence of any such comparable officer or director, on the same terms and conditions as a third party would buy or sell a comparable item in an arm’s-length transaction);
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any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and
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any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a whole.
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The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
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not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and
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in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
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In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions), if any, and each other person that typically is involved in the financial reporting of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.
Directors, officers and employees are directed to specific policies and procedures available to persons they supervise.
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5. Reporting and Accountability
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The Board is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Board promptly. Failure to do so is, in and of itself, a breach of this Code.
Specifically, each person must:
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notify the Chairman of the Board promptly of any existing or potential violation of this Code; and
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not retaliate against any other person for reports of potential violations that are made in good faith.
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The Company, will follow the following procedures in investigating and enforcing this Code and in reporting on this Code:
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the Board will take all appropriate action to investigate any potential or actual breaches reported to it; and
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upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
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No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
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6. Waivers and Amendments
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Any waiver (defined below) or implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any amendment (as defined below) to this Code is required to be disclosed in a Current Report on Form 8- K filed with the SEC. In lieu of filing a Current Report on Form 8-K to report any such waivers or amendments, the Company may provide such information on its website, in the event that one exists, and if it keeps such information on such website for at least 12 months and discloses the website address as well as any intention to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.
A “waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
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7. Insider Information and Securities Trading
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The Company’s directors, officers or employees who have access to material, non-public information are not permitted to use that information for securities trading purposes or for any purpose unrelated to the Company’s business. It is also against the law to trade or to “tip” others who might make an investment decision based on material, non-public information. For example, using material, non-public information to buy or sell the Company securities, options in the Company securities or the securities of any Company supplier, customer, competitor, potential business partner or potential target is prohibited. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example, the Company’s customers, competitors, potential business partners and potential targets). In addition to directors, officers or employees, these rules apply to such person’s spouse, children, parents and siblings, as well as any other family members living in such person’s home. The Company’s directors, officers and employees should familiarize themselves with the Company’s policy on insider trading.
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8. Financial Statements and Other Records
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All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.
Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s internal or external legal counsel.
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9. Improper Influence on Conduct of Audits
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No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that such person knows or should know that if successful could result in rendering the Company’s financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of the Company’s directors.
Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:
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offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;
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providing an auditor with an inaccurate or misleading legal analysis;
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threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
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seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;
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making physical threats.
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The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). Directors, officers, employees and agents, shall not take or cause to be taken any action that would reasonably result in the Company not complying with such anti-corruption laws, including the FCPA. If you are authorized to engage agents on the Company’s behalf, you are responsible for ensuring they are reputable and for obtaining a written agreement for them to uphold the Company’s standards in this area.
Violation of this Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.
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12. Other Policies and Procedures
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Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary, or such other compliance officers as shall be designated from time to time by the Company.
PROVISIONS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer, are bound by the provisions set forth herein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to this Code, the Chief Executive Officer and senior financial officers are subject to the following additional specific policies:
A. Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.
B. Disclose to the Chief Executive Officer and the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
C. Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.
D. Comply with laws, rules and regulations of federal, state and local governments applicable to the Company and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.
E. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.
F. Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.
G. Share knowledge and maintain skills important and relevant to the needs of the Company, its stockholders and other constituencies and the general public.
H. Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.
I. Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.
J. Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company.
K. Comply in all respects with this Code.
L. Advance the Company’s legitimate interests when the opportunity arises.
The Board will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.
Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the Board. Any waiver of this Code will be disclosed as provided in Section 6 of this Code.
It is the policy of the Company that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Chairman of the Board.
OFFICER’S CERTIFICATION
I have read and understand the foregoing Code. I hereby certify that I am in compliance with the foregoing Code and I will comply with the Code in the future. I understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration
Statement of Future Health ESG Corp. (the “Company”) on Amendment No. 1 to Form S-1 (File No. 333-258911) of our report dated
March 23, 2021, except for Note 3, Note 6 and Note 7, as to which the date is August 18, 2021, which includes an explanatory paragraph
as to the Company’s ability to continue as a going concern, with respect to our audit of the financial statements of Future Health
ESG Corp. as of March 4, 2021 and for the period from February 25, 2021 (inception) through March 4, 2021, which report appears in the
Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts”
in such Prospectus.
/s/ Marcum llp
Marcum LLP
Boston, MA
August 31, 2021