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As filed with the Securities and Exchange Commission on July 25, 2022.

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Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

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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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

Chief Executive Officer

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)

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the business combination.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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 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. (Check one):

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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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

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 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.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

DATED JULY 25, 2022 SUBJECT TO COMPLETION

FUTURE HEALTH ESG CORP.

8 The Green, Suite # 12081

Dover, DE 19901

Dear Stockholder:

Future Health ESG Corp., a Delaware corporation (“FHLT”), MacArthur Court Acquisition Corp., a California corporation (“MCAC”), which owns all of the issued and outstanding shares of common stock of Excelera DCE, a California corporation (“Excelera”), and Excelera entered into a Business Combination Agreement and Plan of Reorganization (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), effective as of June 13, 2022.

If the Business Combination Agreement is adopted and the transactions contemplated thereby are approved by FHLT’s stockholders and MCAC’s shareholders, pursuant to the Business Combination Agreement and subject to the terms and conditions of the Business Combination Agreement, FHLT will purchase from MCAC 100% of the issued and outstanding shares of common stock, no par value, of Excelera (“Excelera Common Stock”) in exchange for shares of common stock, par value $0.0001 per share, of FHLT (“FHLT Common Stock”). MCAC’s board of directors and shareholders have already approved the Business Combination.

Subject to the terms and conditions set forth in the Business Combination Agreement, the aggregate consideration to be paid to MCAC will consist of (i) 40,000,000 newly issued shares of FHLT Common Stock at closing of the transactions contemplated by the Business Combination Agreement (the “Closing” and such shares, “Closing Stock Consideration”) and (ii) up to 20,000,000 newly issued shares of FHLT Common Stock in the future (“Earnout Shares”, and with the Closing Stock Consideration, the “Stock Consideration”).

Simultaneously with entering into the Business Combination Agreement, FHLT entered into a subscription agreement (the “PIPE Subscription Agreement”) with a certain investor (the “PIPE Investor”) pursuant to which the PIPE Investor has agreed to purchase an aggregate of 9,090,909 shares of FHLT Common Stock immediately prior to the Closing at a cash purchase price of $11.00 per share, resulting in aggregate proceeds of $100,000,000 (the “PIPE Investment”). In addition, simultaneously with the entering into the Business Combination Agreement, FHLT entered into a forward purchase agreement (the “Forward Purchase Agreement”) with a certain investor (the “FPA Investor”) pursuant to which the FPA Investor has agreed to purchase shares of FHLT Common Stock in open market purchases at an aggregate purchase price of $20,000,000 (the “Forward Purchase Shares”) following the execution of the Business Combination Agreement and prior to the date which is two business days prior to the date of the special meeting of FHLT’s stockholders held in connection with the Business Combination Agreement (the “Purchase Deadline”); provided, however, that in no event shall the FPA Investor be required to purchase Forward Purchase Shares at a price in excess $11.00 per share. In the event the FPA Investor purchases less than $20,000,000 of Forward Purchase Shares by the Purchase Deadline, the FPA Investor shall purchase from FHLT and FHLT shall issue to the FPA Investor, immediately prior to the Closing, the requisite number of previously unissued additional shares of FHLT Common Stock at $11.00 per share (“Additional Shares”) to satisfy the unfulfilled portion of the $20,000,000 purchase commitment (the “FPA Investment”).

Furthermore, simultaneously with the execution of the Business Combination Agreement, FHLT and Cantor Fitzgerald & Co. (“Cantor”) entered into an amendment (the “Underwriting Agreement Amendment”) to the Underwriting Agreement, dated as September 9, 2021 (the “Underwriting Agreement”), by and between FHLT and Cantor. Pursuant to the Underwriting Agreement Amendment, Cantor agreed to accept 272,727 shares of FHLT Common Stock at $11.00 per share (the “Deferred Commission Shares”) in exchange for a $3,000,000 reduction in the cash portion of the $9,000,000 of deferred underwriting fees payable at the Closing.

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FHLT units, FHLT Common Stock and FHLT public warrants are currently publicly traded on The Nasdaq Capital Market (the “Nasdaq”). At Closing, FHLT intends to change its name to Excelera Health, Inc. (the “Post-Combination Company”). We anticipate that the Post-Combination Company’s common stock and Post-Combination Company’s public warrants will be listed on Nasdaq under the symbols “XLRA” and “XLRAW”, respectively, upon the Closing. The Post-Combination Company will not have units traded following the Closing, and FHLT’s units will be delisted and deregistered following the Closing.

Upon Closing, the Post-Combination Company will have an anticipated enterprise value of approximately $459 million. The Post-Combination Company’s executive officers, directors, and their affiliates, including MCAC, will beneficially own approximately 76.5% of the Post-Combination Company’s common stock outstanding, assuming maximum redemptions.

See the section entitled “The Business Combination” of the attached proxy statement/prospectus for further information on the consideration being paid to MCAC in the transactions contemplated by the Business Combination Agreement (the “Business Combination”).

FHLT will hold a special meeting of stockholders in lieu of the 2022 annual meeting of its stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. FHLT and Excelera cannot complete the Business Combination unless FHLT’s stockholders consent to the approval of the Business Combination Agreement and the transactions contemplated thereby, including the issuance of FHLT Common Stock to be issued as the Stock Consideration, the issuance of FHLT Common Stock pursuant to the PIPE Investment and the issuance of FHLT Common Stock pursuant to the FPA Investment, if any. FHLT is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Special Meeting will be held at                 a.m. Eastern Time, on                 , 2022, in virtual format.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF UNITS OR SHARES OF COMMON STOCK YOU OWN.

To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The FHLT board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that FHLT stockholders vote “FOR” the approval of the Business Combination Agreement, “FOR” the issuance of Common Stock to be issued as the Stock Consideration, the issuance of FHLT Common Stock pursuant to the PIPE Investment and the issuance of FHLT Common Stock pursuant to the FPA Investment, if any, and “FOR” the other matters to be considered at the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination and other matters to be considered at the Special Meeting. It also contains or references information about FHLT and Excelera and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 54 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact     , FHLT’s proxy solicitor, toll free at     .

Sincerely,

Bradley A. Bostic

Chief Executive Officer

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of FHLT Common Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                 , 2022, and is first being mailed to stockholders of FHLT on or about                 , 2022.

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FUTURE HEALTH ESG CORP.

8 The Green, Suite #12081
Dover, DE 19901

NOTICE OF

SPECIAL MEETING IN LIEU OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2022

TO THE STOCKHOLDERS OF FHLT:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2022 annual meeting of stockholders of Future Health ESG Corp., a Delaware corporation (“FHLT”), will be held at                 a.m. Eastern Time, on                 , 2022, in virtual format (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of FHLT Common Stock at the close of business on                , 2022 (the “FHLT Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. The Special Meeting will be held virtually and will be conducted via live webcast at the following address:

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Pursuant to FHLT’s Amended and Restated Certificate of Incorporation, FHLT will provide holders of its shares of Common Stock sold in the FHLT IPO (“Public Shares”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of FHLT’s initial public offering, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to FHLT to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $201 million on March 31, 2022, the estimated per share redemption price would have been approximately $10.05 per share, excluding additional interest earned on the funds held in the Trust Account and not previously released to FHLT to pay taxes. No funds from the Trust Account have been released to pay taxes. At March 31, 2022, there was approximately $21,000 of interest earned on the funds in the Trust Account available. Public Stockholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of FHLT. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of FHLT. The holders of the 5,000,000 shares issued prior to the FHLT IPO (the “Founder Shares”) have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of common stock they may hold. Currently, the Initial Stockholders (as defined herein) own 20% of all outstanding FHLT Common Stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Initial Stockholders and FHLT’s directors and officers have agreed to vote any shares of FHLT Common Stock owned by them in favor of each of the Proposals presented at the Special Meeting.

As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you: demand that FHLT redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to FHLT’s transfer agent physically or electronically using the Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of Public Shares will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $        , or $          per share, as of          , 2022, the FHLT Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to FHLT to pay its taxes, will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of FHLT’s Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the Closing of the Business Combination. If you deliver your Public Shares for redemption to FHLT’s transfer agent and later decide prior to the Closing not to elect redemption, you may request that FHLT’s transfer agent return the Public Shares (physically or electronically).

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to FHLT’s transfer agent as described herein, then, if the Business Combination is consummated, FHLT will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a FHLT stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on        , 2022.

After careful consideration, FHLT’s board of directors (the “FHLT Board”) has determined that the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are fair to and in the best interests of FHLT and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented.

The approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of FHLT Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class. The

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approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of FHLT Common Stock entitled to vote, voting as a single class. The approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of FHLT Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Special Meeting, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on stockholders of FHLT approving the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

All FHLT stockholders are cordially invited to attend the Special Meeting in virtual format. FHLT stockholders may attend, vote and examine the list of FHLT stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein.

If you have any questions or need assistance voting your shares, please call our proxy solicitor,      , FHLT’s proxy solicitor, toll free at     .

Thank you for your participation. We look forward to your continued support.

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IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE FHLT REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FHLT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “FHLT’S SPECIAL MEETING OF STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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CERTAIN DEFINED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Amended and Restated Registration Rights Agreement” are to the amended and restated registration rights agreement to be entered into at the Closing by the Sponsor, certain other stockholders of FHLT and MCAC, and FHLT pursuant to the Business Combination Agreement.

“Business Combination” are to the transactions contemplated by the Business Combination Agreement;

“Cantor” are to Cantor Fitzgerald & Co.;

“Code” are to the Internal Revenue Code of 1986, as amended;

“Common Stock” or “FHLT Common Stock” are to the shares of FHLT’s Common Stock, par value $0.0001 per share, prior to the Business Combination, and to shares of the Post-Combination Company’s common stock, par value $0.0001 per share, after the Business Combination;

“Company” or “Excelera” are to Excelera DCE, a California corporation;

“Contribution Agreements” are to the contribution agreements pursuant to which the Contributions shall be made prior to Closing;

“Contributions” are to the contributions of certain assets of MCAC and other contributors, as the case may be, to be contributed or otherwise transferred to Excelera prior to the Closing pursuant to the Contribution Agreements;

“Deferred Commission Shares” are to the 272,727 shares of FHLT Common to be issued to Cantor pursuant to the Underwriting Agreement Amendment;

“DGCL” are to the Delaware General Corporation Law, as may be amended from time to time;

“Earnout Shares” are to the newly issued shares of FHLT Common Stock, if any, to be issued to MCAC as part of the consideration for the acquisition of Excelera, up to 20,000,000 shares.

“Earnout Shares Registration Rights Agreement” are to a registration rights agreement with respect to the Earnout Shares pursuant to the Business Combination Agreement;

“Employee Leasing Agreement” are to an Employee Leasing Agreement to be entered into between Excelera and Connected Care Resources, Inc. or another entity in form and substance mutually acceptable to FHLT, MCAC and Excelera;

“Excelera” are to Excelera DCE, a California corporation;

“Excelera Common Stock” are to shares of Excelera’s common stock, no par value;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Existing Charter” are to the Amended and Restated Certificate of Incorporation of FHLT, dated September 9, 2021;

“FHLT Insider Agreement” are to the Letter Agreement, dated as September 9, 2021, among FHLT and certain initial stockholders thereof;

“FHLT” are to Future Health ESG Corp., a Delaware corporation;

“FHLT IPO” are to the initial public offering by FHLT, which closed on September 9, 2021;

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“FHLT Record Date” are to                                 , 2022;

“Founder Shares” are to the 5,000,000 shares of FHLT Common Stock issued to the Initial Stockholders prior to the FHLT IPO;

“FPA Investor” are to the certain investor who has executed the Forward Purchase Agreement with FHLT in connection with the FPA Investment;

“Forward Purchase Agreement” are to the forward purchase agreement entered into by FHLT and the FPA Investor in connection with the FPA Investment;

“FPA Investment” are to purchases by the FPA Investor of FHLT Common Stock in open market purchases or from FHLT at an aggregate purchase price of $20,000,000;

“GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;

“Initial Stockholders” are to holders of the Founder Shares prior to the Business Combination;

“Intercompany Agreements” are to the Employee Leasing Agreement, the Laboratory Services Agreement and the Office Lease Agreement contemplated by the Business Combination Agreement.

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“Laboratory Services Agreement” are to a Laboratory Services Agreement to be entered into between Excelera and Discovery Genomics, Inc. or another entity, in form and substance mutually acceptable to FHLT, MCAC and Excelera;

“MCAC” are to MacArthur Court Acquisition Corp., a California corporation, which owns all of the issued and outstanding shares of common stock of Excelera;

“Office Lease Agreement” are to an Office Lease Agreement to be entered into between Excelera and Excelera Investment I LLC, in form and substance mutually acceptable to FHLT, MCAC and Excelera;

“PIPE Investment” are to the issuance of the FHLT Common Stock to the PIPE Investor;

“PIPE Investor” are to the certain investor who has executed the PIPE Subscription Agreement with FHLT in connection with the PIPE Investment;

“PIPE Subscription Agreement” are to the subscription agreement entered into by FHLT and the PIPE Investor in connection with the PIPE Investment;

“Plan of Liquidation” are to the plan of liquidation pursuant to which, following the Closing, MCAC will wind up and liquidate and distribute the Stock Consideration and MCAC’s other assets, if applicable, to its stockholders;

“Post-Combination Company” are to FHLT following the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement;

“Public Shares” are to shares of FHLT Common Stock sold as part of the Units in the FHLT IPO (whether they were purchased in the FHLT IPO or thereafter in the open market);

“Public Stockholders” are to the holders of the Public Shares, including the Initial Stockholders and management team to the extent the Initial Stockholders and/or members of the management team purchase Public Shares provided that the Initial Stockholders’ and each member of its management team’s statuses as a “Public Stockholders” will only exist with respect to such Public Shares;

“Public Warrants” are to the warrants underlying the FHLT Units sold in the FHLT IPO.

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“Private Placement Warrants” are to the warrants issued by FHLT to the Initial Stockholders in a private placement simultaneously with the closing of the FHLT IPO;

“Reorganization” are to the transactions constituting the purchase and sale of the shares of Excelera, and the Contributions, the Spin-Out and Liquidation and any documents executed or to be executed in connection therewith, including transactions described in Article II of the Business Combination Agreement, the Contribution Agreements and the Plan of Liquidation;

“SEC” are to the U.S. Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Spin-Out” are to the spin-out of one or more subsidiaries of MCAC other than Excelera, such that, following such spin-out, the stock or other equity interests of such subsidiaries are held by one or more Affiliates or other subsidiaries of MCAC, the stockholders of MCAC or some combination thereof;

“Sponsor” are to the Future Health ESG Associates 1, LLC, a Delaware limited liability company;

“Transaction Documents” are to the Business Combination Agreement, including all Schedules and Exhibits Thereto, the Company Disclosure Schedule and Ancillary Agreements referred to therein, and all other agreements, certificates and instruments executed and delivered by FHLT, MCAC or Excelera in connection with the Transactions and specifically contemplated by the Business Combination Agreement;

“Transactions” are to the transactions contemplated by the Business Combination Agreement and the Transaction Documents;

“Trustee” are to Continental Stock Transfer & Trust Company;

“Trust Account” are to the trust account established by FHLT at J.P. Morgan Chase Bank, N.A. for the benefit of FHLT’s stockholders;

“Underwriting Agreement Amendment” are to the amendment to the underwriting agreement, dated as of September 9, 2021, by and between FHLT and Cantor, entered into as of June 13, 2022;

“Units” or “FHLT Units” are to the units sold in the FHLT IPO; and

“Warrants” or “FHLT Warrants” are to the Public Warrants and Private Placement Warrants.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements included herein.

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REFERENCES TO ADDITIONAL INFORMATION

This document incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning FHLT, without charge, by written request to Future Health ESG Corp., 8 The Green, Suite # 12081, Dover, DE 19901, or by telephone request at 833-338-8734; or          , FHLT’s proxy solicitor, by calling        , or from the SEC through the SEC website at the address provided above.

In order for FHLT’s stockholders to receive timely delivery of the documents in advance of the Special Meeting of FHLT to be held on           , 2022, you must request the information no later than         , 2022.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Special Meeting in lieu of the 2022 annual meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to FHLT stockholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

FHLT will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting. See the section entitled “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

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is offering shares of FHLT Common Stock as consideration for the acquisition of Excelera to MCAC and is offering shares of FHLT Common Stock as Deferred Commission Shares to Cantor. See the section entitled “The Business Combination Agreement — Stock Consideration” and “Other Agreements — Amendment to Underwriting Agreement.”

Simultaneous with entering into the Business Combination Agreement, FHLT entered into a Forward Purchase Agreement with the FPA Investor, pursuant to which, among other things, the FPA Investor agreed to purchase shares of FHLT Common Stock in open market purchases at an aggregate purchase price of $20,000,000 (the “Forward Purchase Shares”) following the execution of the Business Combination Agreement and prior to the date which is two business days prior to the date of special meeting of FHLT’s stockholders called in connection with the Business Combination (the “Purchase Deadline”); provided, however, that in no event shall the FPA Investor be required to purchase Forward Purchase Shares at a price in excess $11.00 per share. In the event the FPA Investor purchases less than $20,000,000 of Forward Purchase Shares by the Purchase Deadline, the FPA Investor is required to purchase from FHLT and FHLT is required to issue to the FPA Investor, immediately prior to the Business Combination, the requisite number of additional shares at $11.00 per share to satisfy the unfulfilled portion of the $20,000,000 purchase commitment (the “Additional Shares” and, collectively with the Forward Purchase Shares, the “FPA Investment”). The FPA Investor’s shares are not redeemable at the Closing of the Business Combination because the FPA Investor has agreed not to redeem these shares.

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FHLT is, and after the Closing will continue to be, managed by its board of directors. Following the Closing, the size of our board of directors will be seven  directors, which will consist of four members of the Board appointed by MCAC (three of which will be appointed by MCAC’s Chief Executive Officer, Sanjay Patil), two members appointed by FHLT, and one additional director.

Following the Closing, we expect that a majority of the directors will be independent under applicable Nasdaq listing rules. See the section entitled “Management of Excelera Following the Business Combination” for more information.

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QUESTIONS AND ANSWERS ABOUT FHLT’S SPECIAL STOCKHOLDER MEETING

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FHLT will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting.Stockholders should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the ESPP, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other Proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Excelera accomplishes this through an innovative science-oriented, integrated patient-provider approach utilizing its proprietary Human Insights™ clinical data platform. Employing data gleaned from longitudinal diagnostic and historical information, Excelera’s Human Insights™ AI tools identify high-probability patient risk factors and surface these data insights to providers, facilitating the early intervention and treatment of preventable serious medical conditions. As a Total Capitated Care ACO REACH entity, Excelera receives a portion of the savings generated within Medicare for these improved outcomes.

Excelera’s approach to care diverges from historical “utilization-focused” managed care efforts directed at reducing care access and utilization. Instead, Excelera’s model encourages providers to engage patients early and often in important health circumstances, improving the outcomes, and concurrently, the cost of medical care. For more information about Excelera, please see the sections entitled “Information About Excelera” and “Excelera’s Management's Discussion and Analysis of Financial Condition and Results of Operations”.

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On September 9, 2021, FHLT completed its initial public offering of Units, with each Unit consisting of one share of Common Stock and one-half of one Public Warrant, each whole Public Warrant entitling its holder to purchase one share of Common Stock at a price of $11.50 per share, raising total gross proceeds of $200,000,000. On the same date FHLT also completed the sale of 7,375,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per private warrant in a private placement to the Company’s founding stockholders (the “Initial Stockholders”) and Cantor Fitzgerald & Co., the underwriter of the IPO, generating gross proceeds of $7,375,000. Following the closing of the FHLT IPO, an aggregate of $201,000,000 has been placed in FHLT’s trust account. Since the FHLT IPO, FHLT’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of Excelera and the industry in which it operates, including the financial and other information provided by Excelera in the course of its negotiations in connection with the Business Combination Agreement, FHLT believes that the Business Combination with Excelera is advisable and in the best interests of FHLT and its stockholders. See the sections entitled “The Business Combination — Recommendation of the FHLT Board of Directors” and “The Business Combination – Board Rationale for the Approval of the Business Combination.”

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Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of FHLT. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of FHLT.

Under FHLT’s Existing Charter, the Business Combination may be consummated only if FHLT has at least $5,000,001 of net tangible assets after giving to all holders of Public Shares that properly demand redemption of their shares for cash. In no event will FHLT redeem its Public Shares in an amount that would cause its (or Post-Combination Company’s after giving effect to the transactions contemplated by the Business Combination Agreement) net tangible assets to be less than $5,000,001, as provided in the Existing Charter.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the Closing of the Business Combination. If you deliver your Public Shares for redemption to FHLT’s transfer agent and later decide prior to the Closing not to elect redemption, you may request that FHLT’s transfer agent return the Public Shares (physically or electronically).

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to FHLT’s transfer agent as described herein, then, if the Business Combination is consummated, FHLT will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as a FHLT stockholder (other than the right to receive the redemption amount) upon consummation of the Business Combination.

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For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see the section entitled “Material U.S. Federal Income Tax Consequences — Material Tax Consequences of a Redemption of Public Shares.”

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include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. FHLT stockholders must approve the Business Combination Proposal in order for the Business Combination to occur.

The Charter Approval Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock entitled to vote, voting as a single class is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such proposal. The Business Combination is conditioned on the approval of the Charter Approval Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Charter Approval Proposal will not be presented to the stockholders for a vote.

The Director Election Proposal: The affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Director Election Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the election of directors. The Business Combination is not conditioned on the approval of the Director Election Proposal. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote.

The Nasdaq Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Business Combination is conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote.

The Equity Incentive Plan Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Equity Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Equity Incentive Plan Proposal, will have no effect on the Equity Incentive Plan Proposal. The Business Combination is conditioned on the approval of the Equity Incentive Plan Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the Equity Incentive Plan Proposal will not be presented to the stockholders for a vote.

The ESPP Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the ESPP Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the ESPP Proposal, will have no effect on the ESPP Proposal. The Business Combination is conditioned on the approval of the ESPP Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the ESPP Proposal will not be presented to the stockholders for a vote.

The Adjournment Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal.

As further discussed in the section entitled “Other Agreements — Sponsor Stockholder Support Agreement” in this proxy statement/prospectus, the Key FHLT Stockholders (as defined below) have entered into a letter agreement with FHLT and

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Excelera, a copy of which is attached as Annex H to this proxy statement/prospectus (the “Sponsor Stockholder Support Agreement”), pursuant to which the Key FHLT Stockholders have agreed to vote shares representing approximately 15.1% of the aggregate voting power of the FHLT Common Stock in favor of the each of the Proposals presented at the Special Meeting.

These interests include, among other things:

The FHLT Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination be approved by the stockholders of FHLT. See the section entitled “The Business Combination — Interests of FHLT’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

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the FHLT Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a FHLT stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Approval Proposal but will have no effect on the vote count for such other Proposals.

If you are a FHLT stockholder that attends the Special Meeting virtually and fails to vote on the Charter Approval Proposal, your failure to vote will have the same effect as a vote “AGAINST” such Proposal. If you are a FHLT stockholder that attends the Special Meeting virtually and fail to vote on the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal.

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If you are a stockholder of record of FHLT and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to , and it must be received at any time before the vote is taken at the FHLT Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than               5:00 p.m. on , or by voting online at the FHLT Special Meeting. Simply attending the FHLT Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of FHLT Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Stockholders may call toll free:         

Banks and Brokers may call collect:          

You may also obtain additional information about FHLT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to FHLT’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

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SUMMARY

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its Annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Business Combination and the Business Combination Agreement

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, effective as of June 13, 2022, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

FHLT entered into the Business Combination Agreement with MCAC and Excelera, effective as of June 13, 2022, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, FHLT will purchase from MCAC 100% of the issued and outstanding Excelera Common Stock in exchange for FHLT Common Stock. In connection with the Closing of the Business Combination, Future Health ESG Corp. will be renamed Excelera Health, Inc. The transaction is structured to be treated as a tax-free reorganization within the meaning of Section 368(a)(1)(C) or (D) of the Code.

FHLT has agreed to provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon completion of the transactions contemplated by the Business Combination Agreement.

Consideration to MCAC in the Business Combination

Subject to the terms and conditions set forth in the Business Combination Agreement, the aggregate consideration to be paid to MCAC will consist of (i) 40,000,000 newly issued shares of FHLT Common Stock at the Closing and (ii) up to 20,000,000 newly issued shares of FHLT Common Stock to be issued in the future as Earnout Shares. Unless otherwise defined herein, the capitalized terms used in this section entitled “Summary — Consideration to MCAC in the Business Combination” are defined in the Business Combination Agreement.

Earnout Shares

As additional purchase consideration, FHLT will deliver (or cause to be delivered) to MCAC or, in connection with MCAC’s liquidation following the Closing or as otherwise permitted by Rev. Proc. 84-42, to an Affiliate of MCAC or the shareholders of MCAC. MCAC’s, 20,000,000 shares of FHLT Common Stock (which will be equitably adjusted for share splits (including share consolidations), combinations, exchanges, readjustments of shares, or similar transactions, or any stock dividends or distributions paid in shares, reclassifications, share dividends, combinations, recapitalizations and the like with respect to FHLT Common Stock occurring after the Closing) (the “Earnout Payment”) within five business days after the filing (but in no event later than the fifth anniversary of the Closing Date) of the first FHLT Quarterly Report on Form 10-Q or Annual Report on Form 10-K (each prepared in accordance with GAAP) in which Consolidated Revenues (as defined in Exhibit D to the Business Combination Agreement) in the most recent fiscal quarter included therein shall have exceeded $150,000,000, provided that such Earnout Payment shall only be payable if the filing of such qualifying Form 10-Q or Form 10-K occurs prior to the fifth anniversary of the Closing Date (the “Earnout Period”). All Earnout Shares required to be paid will be paid within five years of the Closing. In the event, and only in the event, of a Going Private Transaction prior to the end of the Earnout Period, FHLT will deliver (or cause to be delivered) to MCAC or, in connection with MCAC’s liquidation following the Closing or as otherwise permitted by Rev. Proc. 84-42, to an Affiliate of MCAC or the shareholders of MCAC, a pro rata portion of the Earnout Shares (the “Going Private Earnout”), within five business days after the closing of the Going Private Transaction, based on the most recently filed FHLT Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, with such Going Private Earnout being the number of shares of FHLT Common Stock equal to the product of (a) 20,000,000 multiplied by (b) the difference of (A) the Consolidated Revenues (determined in accordance with GAAP) of FHLT in the most recent fiscal quarter included in such Form 10-Q or Form 10-K less (B) $88,000,000, being the agreed quarterly revenue for the first quarter of 2022, divided by (c) $62,000,000.

Pursuant to the Business Combination Agreement, FHLT and MCAC shall as a condition to the Closing enter into a separate registration rights agreement with respect to the Earnout Shares in form and substance satisfactory to each of them.

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Ownership of the Post-Combination Company

As of the date of this proxy statement/prospectus, there are 25,000,000 shares of FHLT Common Stock issued and outstanding. As of the date of this proxy statement/prospectus, there are an aggregate of 17,375,000 warrants outstanding. Each whole warrant entitles the holder thereof to purchase one share of FHLT Common Stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming no redemptions), assuming that each outstanding warrant is exercised and one share of FHLT Common Stock is issued as a result of such exercise, the FHLT fully-diluted stock capital would be 42,375,000 shares of common stock.

The following table shows anticipated ownership levels in the Post-Combination Company upon the completion of the Business Combination, assuming four redemption scenarios as follows:

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​

The numbers of shares and percentage interests set forth above are based on a number of assumptions. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the FHLT Board of Directors

The FHLT Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of FHLT and FHLT’s stockholders and has directed that the Proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The FHLT Board unanimously recommends that FHLT’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Award Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented. See the section entitled ”The Business Combination — Recommendation of the FHLT Board of Directors and Reasons for the Business Combination.”

FHLT’s Special Meeting of Stockholders

The Special Meeting in lieu of the 2022 annual meeting of stockholders of FHLT will be held on                , 2022, at                a.m., Eastern Time, in virtual format. At the Special Meeting, FHLT stockholders will be asked to vote on the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal or the ESPP Proposal.

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of FHLT Common Stock at the close of business on                , 2022, which is the record date for the Special Meeting. Stockholders are entitled to one vote for each share of FHLT Common Stock owned at the close of business on the FHLT Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar account, stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the FHLT Record Date, there were 25,000,000 shares of common stock outstanding, of which 20,000,000 were Public Shares and 5,000,000 were Founder Shares.

A quorum of FHLT stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of FHLT entitled to vote at the Special Meeting as of the FHLT Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own 20% of the

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issued and outstanding shares of FHLT Common Stock, will count towards this quorum. As of the FHLT Record Date,                 shares of FHLT Common Stock would be required to achieve a quorum. FHLT has entered into an agreement with the Sponsor and FHLT’s directors and officers, pursuant to which each agreed to vote any shares of FHLT Common Stock owned by them in favor of each of the Proposals presented at the Special Meeting. The Proposals presented at the Special Meeting will require the following votes:

The approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of FHLT Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to each of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal, if presented, will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal or the Adjournment Proposal.

The approval of the Charter Approval Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of FHLT Common Stock on the FHLT Record Date, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such Proposal.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal at the Special Meeting, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

FHLT’s Directors and Executive Officers Have Financial Interests in the Business Combination

Certain of FHLT’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of FHLT stockholders generally. These interests include, among other things:

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Regulatory Approvals Required for the Business Combination

Completion of the Business Combination is subject to compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). FHLT and Excelera filed Notification and Report Forms with the Antitrust Division and the FTC in June 2022. Each of Excelera, MCAC and FHLT have agreed to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the federal or state antitrust laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under federal or state antitrust laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. Excelera, MCAC, and FHLT have further agreed, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Business Combination, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be. The regulatory approvals to which completion of the Business Combination are subject are described in more detail in the section of this proxy statement/prospectus entitled “Regulatory Approvals Required for the Business Combination.”

Appraisal Rights

Holders of FHLT Common Stock, FHLT Units and FHLT Warrants are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Conditions to the Business Combination

Conditions to Each Party’s Obligations.

The respective obligations of each of FHLT, MCAC and Excelera to complete the Business Combination are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

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Conditions to Obligations of FHLT.

The obligation of FHLT to complete the Business Combination is also subject to the satisfaction, or waiver by FHLT, of the following conditions:

Conditions to Obligations of MCAC and Excelera.

The obligations of MCAC and Excelera to complete the Business Combination is also subject to the satisfaction or waiver by MCAC or Excelera of the following conditions:

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No Solicitation

Each of the parties to the Business Combination Agreement agreed not to take the following actions:

MCAC and Excelera. From the date of the Business Combination Agreement until the earlier of (x) the Closing or (y) the date on which the Business Combination Agreement is terminated, other than in connection with the transaction contemplated by the Business Combination Agreement, each of MCAC and Excelera agreed that it will not, and will not authorize or (to the extent within its control) permit any of its controlled affiliates or any of its directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with MCAC, to, directly or indirectly, (i) encourage, initiate, solicit, or facilitate, offer, or make, respond to, provide any information to any Person or commence due diligence with respect to any offers, inquiry, proposals or indication of interest, written or oral, related to, any merger, sale of ownership interests and/or assets (other than asset sales in the ordinary course of business) of Excelera, recapitalization or similar transaction, in each case other than (i) the transactions contemplated by the Business Combination Agreement, (ii) any purchase of shares of FHLT Common Stock in any private placement, (iii) any permitted interim financing of Excelera, or (iv) any other issuance of shares of capital stock of Excelera or indebtedness or other securities convertible into or exercisable for capital stock of Excelera (other than with FHLT, its stockholders and their respective affiliates and representatives, the PIPE Investor with respect to the PIPE Investment or the FPA Investor with respect to the FPA Investment) (an “Acquisition Proposal”), (ii) continue or engage in any discussions or negotiations with respect to an Acquisition Proposal with, or provide any non-public information or data to, any Person that has made, or informs MCAC that it is considering making, an Acquisition Proposal, or (iii) enter into any agreement (whether or not binding) relating to an Acquisition Proposal.

FHLT. From the date of the Business Combination Agreement until the earlier of (x) the Closing or (y) the date on which the Business Combination Agreement is terminated, other than in connection with the transaction contemplated by the Business Combination Agreement, FHLT agreed that it will not, and will not authorize or (to the extent within its control) permit any of its controlled affiliates or any of its directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with FHLT, to, directly or indirectly, (i) encourage, initiate, solicit, or facilitate, offer, or make, respond to, provide any information to any Person or commence due diligence with respect to any offers or proposals related to, any merger, purchase of ownership interests or assets of FHLT, recapitalization or similar business combination transaction or any other “Business Combination” (as defined in the FHLT organizational documents), in each case, other than the transactions contemplated by the Business Combination Agreement (an “Alternate Business Combination”), (ii) continue or engage in any discussions or negotiations with respect to an Alternate Business Combination with, or provide any non-public information or data to, any Person that has made, or informs FHLT that it is considering

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making, an Alternate Business Combination proposal, or (iii) enter into any agreement (whether or not binding) relating to an Alternate Business Combination.

Termination

The Business Combination Agreement may be terminated and the Business Combination abandoned at any time prior to the Closing, as follows:

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If the Business Combination Agreement is terminated, the agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto occurring prior to such termination.

Other Agreements

PIPE Subscription Agreement

Simultaneous with entering into the Business Combination Agreement, FHLT entered into a Subscription Agreement (the “Subscription Agreement”) with an investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor agreed to purchase an aggregate of 9,090,909 shares of FHLT Common Stock immediately prior to the Business Combination at a cash purchase price of $11.00 per share, resulting in aggregate proceeds of $100,000,000 (the “PIPE Investment”) to be placed in an escrow account by no later than 5 business days following the delivery of PCAOB audited financial statements of Excelera, or such later date as approved by FHLT.

The Subscription Agreement contains customary representations, warranties, covenants, agreements of FHLT and the PIPE Investor. The Subscription Agreement includes customary closing conditions. The PIPE Investor has the right to terminate the Subscription Agreement if the transactions contemplated in the Business Combination Agreement have not been consummated by December 14, 2022.

Forward Purchase Agreement

Simultaneous with entering into the Business Combination Agreement, FHLT entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with an investor (the “FPA Investor”), pursuant to which, among other things, the FPA Investor agreed to purchase shares of FHLT Common Stock in open market purchases at an aggregate purchase price of $20,000,000 (the “Forward Purchase Shares”) following the execution of the Business Combination Agreement and prior to the date which is two business days prior to the date of special meeting of FHLT’s stockholders called in connection with the Business Combination (the “Purchase Deadline”); provided, however, that in no event shall the FPA Investor be required to purchase Forward Purchase Shares at a price in excess $11.00 per share. In the event the FPA Investor purchases less than $20,000,000 of Forward Purchase Shares by the Purchase Deadline, the FPA Investor shall purchase from FHLT and FHLT shall issue to the FPA Investor, immediately prior to the Business Combination, the requisite number of Additional Shares at $11.00 per share to satisfy the unfulfilled portion of the $20,000,000 purchase commitment. The FPA Investor’s shares are not redeemable at the Closing of the Business Combination because the FPA Investor has agreed not to redeem these shares.

The Forward Purchase Agreement contains customary representations, warranties, covenants and agreements of FHLT and the FPA Investor. The Forward Purchase Agreement shall terminate on the earlier of (i) the closing of the Business Combination and (ii) the later of (x) December 14, 2022 and (y) if FHLT’s stockholders approve an extension of the date by which FHLT must consummate a business combination, such later date as approved by FHLT’s stockholders.

Lock-Up Agreement

Simultaneous with entering into the Business Combination Agreement, FHLT, Future Health ESG Associates 1, LLC (the “Sponsor”), BEA Holdings, LLC, M2 Enterprises Holdings, LLC, HC1.com, Inc., MB Equity, LLC, R. Mark Lubbers, Dr. F. John Mills and Dr. Nancy L. Snyderman (collectively, the “Founders” and together with the Sponsor, the “Key FHLT Stockholders”), MCAC, the PIPE Investor, and the FPA Investor (collectively, the “Insiders”), collectively representing approximately 79% of the shares of FHLT expected to be outstanding immediately after Closing (the “Lock-Up Shares”), each entered into a Lock-Up Agreement pursuant to which the Insiders have agreed not to sell, transfer, or exchange the Lock-Up Shares until the earlier of:

(x) one year after the Closing Date,

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(y) the date on which FHLT completes a liquidation, merger, capital stock exchange, reorganization or other similar transactions that result in all of FHLT’s stockholders having the right to exchange their shares for cash, securities or other property, or

(z) with respect to 1/3 of the Lock-Up Shares in each instance, the dates subsequent to the Closing on which price of the FHLT Common Stock equals or exceeds a target price of $12.00, $13.00, and $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for a period of 20 trading days within any consecutive 30 trading day period, provided, that for the purpose of this clause (z), multiple target prices may be met simultaneously.

The Lock-Up Agreement further provides that each Insider shall in no event sell or transfer within any contiguous 90-day period more than 1/3 of the Lock-Up Shares originally issued to him/her/it.

Notwithstanding the foregoing, MCAC and its shareholders are permitted to sell up to twenty percent (20%) of the stock they receive in order to pay taxes relating to the transaction and the subsequent liquidation of MCAC.

Amended and Restated Registration Rights Agreement

At the closing of the Business Combination, the Sponsor, certain other stockholders of FHLT and MCAC (collectively, the “Registration Rights Holders”) and FHLT will enter into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, FHLT will agree that, within 30 calendar days after the consummation of the Business Combination, it will file with the SEC a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and FHLT will use its commercially reasonable efforts to have such Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain holders can demand up to three underwritten offerings, and certain holders will be entitled to piggyback registration rights.

Sponsor Stockholder Support Agreement

FHLT has delivered to MCAC the Sponsor Stockholder Support Agreement (the “Sponsor Stockholder Support Agreement”), dated June 13, 2022, by and among FHLT, MCAC, Excelera and the Key FHLT Stockholders pursuant to which, among other things, the Key FHLT Stockholders agreed to support the approval and adoption of the transactions contemplated by the Business Combination Agreement, including agreeing to vote all FHLT Common Stock owned by it in favor of the Business Combination, and to execute and deliver any further document, agreement or instrument of assignment, transfer or conveyance as necessary to effectuate the purposes thereof and as may be reasonably requested in writing by another party thereto

Amendment to Underwriting Agreement

Simultaneously with the execution of the Business Combination Agreement, FHLT and Cantor Fitzgerald & Co. (“Cantor”) entered into an amendment (the “Underwriting Agreement Amendment”) to the Underwriting Agreement, dated as September 9, 2021 (the “Underwriting Agreement”), by and between FHLT and Cantor. Pursuant to the Underwriting Agreement Amendment, Cantor agreed to accept 272,727 shares of FHLT Common Stock at $11.00 per share (the “Deferred Commission Shares”) in exchange for a $3,000,000 reduction in the cash portion of the $9,000,000 of deferred underwriting fees payable at closing of the Business Combination.

Amended and Restated Bylaws

Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, FHLT will amend and restate its bylaws to be in the form attached to this proxy statement/prospectus as Annex C (the “Amended and Restated Bylaws”).

Proposed Charter

Pursuant to the terms of the Business Combination Agreement, in connection with the consummation of the Business Combination, FHLT will amend the Existing Charter to (a) require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company, voting together as a single

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class, to amend, alter, repeal or rescind, in whole or in part, certain provisions of the Proposed Charter, (b) require an affirmative vote of holders of at least two-thirds (66 and 2/3%) of the voting power of all the then outstanding shares of voting stock of the Post-Combination Company entitled to vote generally in an election of directors to adopt, amend, alter, repeal or rescind the Bylaws, (c) eliminate the provisions in the Existing Charter relating to the application of the doctrine of corporate opportunity, (d) eliminate certain provisions in our Existing Charter relating to the initial business combination and other matters relating to FHLT’s status as a blank-check company that will no longer be applicable to us following the Closing, and (e) approve and adopt any other changes contained in the Proposed Charter, a copy of which is attached as Annex B to this proxy statement/prospectus. In addition, we will amend our Existing Charter to change the name of the corporation to “Excelera Health, Inc.”

For more information, see the section entitled “Proposal Number 2 — The Charter Approval Proposal.”

FHLT Nasdaq Listing

The FHLT Common Stock, Units and Public Warrants are listed on Nasdaq under the symbols “FHLT,” “FHLTU” and “FHLTW,” respectively. Following the Business Combination, the Common Stock of the Post-Combination Company (including the Common Stock issuable in the Business Combination) and warrants of the Post-Combination Company will be listed on Nasdaq under the symbols “XLRA” and “XLRAW.” The FHLT Units will be delisted and deregistered following the Closing.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described in the section entitled “Risk Factors” beginning on page 54. Such risks include, but are not limited to:

Risks related to Excelera’s business and industry, including that:

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Risks related to the Business Combination, including that:

Risks related to redemption, including that:

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Information About FHLT

Future Health ESG Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The FHLT Common Stock, Units and Public Warrants are currently listed on Nasdaq under the symbols “FHLT”, “FHLTU” and “FHLTW,” respectively. The mailing address of FHLT’s principal executive office is 8 The Green, Suite #12081, Dover, DE 19901 and the telephone number of FHLT’s principal executive office is 833-338-8734.

Information About Excelera

Excelera organizes the delivery of care and manages medical costs under the Centers for Medicare & Medicaid Services ACO REACH program. This program, formerly known as the Global and Professional Direct Contracting Model, seeks to encourage health care providers to coordinate clinical activities to improve the care offered to people with Medicare. As of June 30, 2022, Excelera was responsible for the total cost of care for approximately 22,000 beneficiaries.

Excelera accomplishes this through an innovative science-oriented, integrated patient-provider approach utilizing its proprietary Human Insights™ clinical data platform. Employing data gleaned from longitudinal diagnostic and historical information, Excelera’s Human Insights™ AI tools identify high-probability patient risk factors and surface these data insights to providers, facilitating the early intervention and treatment of preventable serious medical conditions. As a Total Capitated Care ACO REACH entity, Excelera receives a portion of the savings generated within Medicare for these improved outcomes.

Excelera’s approach to care diverges from historical “utilization-focused” managed care efforts directed at reducing care access and utilization. Instead, Excelera’s model encourages providers to engage patients early and often in important health circumstances, improving the outcomes, and concurrently, the cost of medical care.

Excelera’s principal executive offices are located at 2260 University Drive, Newport Beach, CA 92660 and its telephone number is (877) 831-4688.

For more information about Excelera, see the sections entitled “Excelera’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Information About Excelera,” and the financial statements of Excelera included herein.

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SUMMARY HISTORICAL FINANCIAL DATA OF FHLT

The following table shows selected historical financial information of FHLT’s statement of operations data for the period from February 5, 2021 (inception) through December 31, 2021 and the balance sheet data as of December 31, 2021 that are derived from FHLT’s audited financial statements, included elsewhere in this proxy statement/prospectus. The selected historical condensed statements of operations data of FHLT for the three months ended March 31, 2022 and for the period from February 25, 2021 (inception) through March 31, 2021 and the condensed balance sheet data as of March 31, 2022 are derived from FHLT’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus. In the opinion of FHLT’s management, the unaudited interim condensed financial statements include all adjustments necessary to state fairly FHLT’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022 and for the period from February 25, 2021 (inception) through March 31, 2021. The following table should be read in conjunction with “FHLT Management’s Discussion and Analysis of Financial Condition and Results of Operations” and FHLT’s historical financial statements and the notes related thereto, included elsewhere in this proxy statement/prospectus.

We have neither engaged in any operations nor generated any revenue to date. Our only activities from inception through March 31, 2022 were organizational activities and those necessary to complete our initial public offering and identifying a target company for a business combination. We do not expect to generate any operating revenue until after the consummation of the Business Combination.

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FUTURE HEALTH ESG CORP.

BALANCE SHEET DATA

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FUTURE HEALTH ESG CORP.

STATEMENT OF OPERATIONS DATA

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SUMMARY HISTORICAL FINANCIAL DATA OF EXCELERA DCE

The following tables set forth summary historical financial information of Excelera DCE’s combined balance sheets as of December 31, 2021, and 2020, and combined statements of operations, combined statements of cash flows, and combined statements of changes in net parent investment for the years ended December 31, 2021, and 2020, that are derived from Excelera DCE’s audited financial statements, included elsewhere in this proxy statement/prospectus. The selected historical combined balance sheets as of March 31, 2022, and 2021, and the combined statements of operations, and combined statements of cash flows for the three months ended March 31, 2022, and 2021, are derived from Excelera DCE’s unaudited interim combined financial statements included elsewhere in this proxy statement/prospectus. In the opinion of Excelera DCE’s management, the unaudited interim combined financial statements include all adjustments necessary to state fairly Excelera DCE’s financial position as of March 31, 2022 and the results of operations for the three months ended March 31, 2022. The following table should be read in conjunction with “Excelera DCE Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Excelera DCE’s historical combined financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus.

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EXCELERA DCE

(A BUSINESS OF MACARTHUR COURT ACQUISITION CORP.)

COMBINED BALANCE SHEETS

(in thousands)

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EXCELERA DCE

(A BUSINESS OF MACARTHUR COURT ACQUISITION CORP.)

COMBINED STATEMENTS OF OPERATIONS

(in thousands)

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EXCELERA DCE

(A BUSINESS OF MACARTHUR COURT ACQUISITION CORP.)

COMBINED STATEMENTS OF CHANGES IN NET PARENT INVESTMENT

(in thousands)

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EXCELERA DCE

(A BUSINESS OF MACARTHUR COURT ACQUISITION CORP.)

COMBINED STATEMENTS OF CASH FLOWS

(in thousands)