ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morgan Travis A

(Last)

(First)

(Middle)

C/O FUTURE HEALTH ESG CORP.

8 THE GREEN, SUITE #12081

(Street)

DOVER

19901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Future Health ESG Corp. [ FHLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.0001 per share	03/26/2024		S⁽¹⁾⁽²⁾⁽³⁾		1,703,486⁽⁴⁾	D	⁽¹⁾⁽²⁾⁽³⁾	921,514⁽⁵⁾	I	See Footnote⁽⁵⁾
Common stock, par value $0.0001 per share	03/26/2024		S⁽¹⁾⁽²⁾⁽³⁾		295,602⁽⁶⁾	D	⁽¹⁾⁽²⁾⁽³⁾	193,773⁽⁷⁾	I	See Footnote⁽⁷⁾
Common stock, par value $0.0001 per share	03/26/2024		S⁽¹⁾⁽²⁾⁽³⁾		12,203⁽⁸⁾	D	⁽¹⁾⁽²⁾⁽³⁾	7,999⁽⁹⁾	I	See Footnote⁽⁹⁾
Common stock, par value $0.0001 per share	03/26/2024		S⁽¹⁾⁽²⁾⁽³⁾		67,954⁽¹⁰⁾	D	⁽¹⁾⁽²⁾⁽³⁾	44,545⁽¹¹⁾	I	See Footnote⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 26, 2024, pursuant to that certain Purchase and Sponsor Handover Agreement entered into on February 23, 2024 (as amended to date, the "Purchase and Sponsor Handover Agreement") by and among Future Health ESG Corp. (the "Issuer"), Future Health ESG Associates 1, LLC (the "Sponsor") and Blufire Capital Limited (the "New Sponsor"), (a) the Sponsor transferred 1,698,486 shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") to the New Sponsor, (b) m2 Enterprises Holdings, LLC transferred 295,602 shares of Common Stock to the New Sponsor, (c) MB Equity, LLC transferred 12,203 shares of Common Stock to the New Sponsor and (d) hc1 Insights, Inc. (formerly known as hc1.com, Inc.) transferred 67,954 shares of Common Stock to the New Sponsor, each in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement (together, the "Sponsor Handover"), pursuant to which

2. (i) the Sponsor and certain insiders and anchor investors of the Issuer transferred and assigned 3,020,202 shares of Common Stock and 3,875,000 warrants to purchase shares of Common Stock in exchange for the New Sponsor assuming certain liabilities in an aggregate amount of approximately $500,000 of the Issuer and the Sponsor, including all ongoing expenses associated with and expected for the consummation of an initial business combination, costs and expenses incurred by the Issuer in the ordinary course of business or in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement, and $250,000 in cash payable upon the execution of a letter of intent to enter into a business combination by the Issuer with a potential target, and

3. (ii) the New Sponsor became the sponsor of the Issuer, as more fully described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2024. In connection with the Sponsor Handover, the Sponsor also transferred 5,000 founder shares to an advisory and strategic communications firm as payment for certain investor relations and advisory services.

4. Represents shares of Common Stock transferred by the Sponsor in connection with the Sponsor Handover.

5. The shares of Common Stock are held directly by the Sponsor, of which the Reporting Person is a manager, and indirectly by m2 Enterprises Holdings, LLC, an individual retirement account (IRA) in the name of the Reporting Person, and an IRA in the name of the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Person disclaims beneficial ownership of the securities held by the Sponsor other than the reported securities except to the extent of his pecuniary interest therein.

6. Represents shares of Common Stock transferred by m2 Enterprises Holdings, LLC in connection with the Sponsor Handover.

7. The shares of Common Stock are held directly by m2 Enterprises Holdings, LLC, of which the Reporting Person is the sole manager. The Reporting Person disclaims beneficial ownership of the securities held by m2 Enterprises Holdings, LLC other than the reported securities except to the extent of his pecuniary interest therein.

8. Represents shares of Common Stock transferred by MB Equity, LLC in connection with the Sponsor Handover.

9. The shares of Common Stock are held directly by MB Equity, LLC, of which the Reporting Person is a manager. The Reporting Person disclaims beneficial ownership of the securities held by MB Equity, LLC other than the reported securities except to the extent of his pecuniary interest therein.

10. Represents shares of Common Stock transferred by hc1 Insights, Inc. (formerly known as hc1.com, Inc.) in connection with the Sponsor Handover.

11. The shares of Common Stock are held directly by hc1 Insights, Inc. (formerly known as hc1.com, Inc.), of which the Reporting Person [is a manager]. The Reporting Person disclaims beneficial ownership of the securities held by MB Equity, LLC other than the reported securities except to the extent of his pecuniary interest therein.

	/s/ Travis A. Morgan	04/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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