--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-031549" form_type: "8-K" ticker: null cik: "0001851182" company_name: "Future Health ESG Corp." filed_at: "2024-03-06T23:59:59+00:00" generated_at: "2026-06-05T02:56:43.148225+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Future Health ESG Corp. amends sponsor handover and underwriter fee agreements ## Summary - First Amendment conditions sponsor handover on underwriters holding $3M cash or 300k shares (subject to VWAP) and waiving transfer rights. - Cantor forfeits $5.8M of $8.7M deferred fee; remaining $2.9M payable in cash or shares at Company's option with registration rights. - Roth forfeits $200k of $300k fee; remaining $100k payable in cash or shares at Company's option with registration rights. - New sponsor Blufire Capital Limited guarantees reduced fee obligations to Cantor and Roth. ## SEC filing metadata - accession: 0001104659-24-031549 - form_type: 8-K - cik: 0001851182 - company_name: Future Health ESG Corp. - filed_at: 2024-03-06T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 1.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1851182/000110465924031549/0001104659-24-031549-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1851182/000110465924031549/tm248138d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-031549 - JSON: https://secwatch.observer/filing/0001104659-24-031549.json - Plain text: https://secwatch.observer/filing/0001104659-24-031549.txt ## Key facts - Material Agreements Future Health ESG Corp. amended Amendment to Purchase and Sponsor Handover Agreement with Blufire Capital Limited valued at Amendment conditions Sponsor Handover on underwriters having $3,000,000 in cash or shares of Common (effective 2024-03-05). - Action: amendment - Counterparty: Blufire Capital Limited - Value: Amendment conditions Sponsor Handover on underwriters having $3,000,000 in cash or shares of Common - Effective: 2024-03-05 source text: On March 5, 2024, Future Health, the New Sponsor and the Sponsor entered into an amendment to the Purchase and Sponsor Handover Agreement (the "First Amendment"), pursuant to which the Sponsor Handover is conditioned on, among other things, (i) the underwriters of Future Health’s initial public offering having in the aggregate either, at Future Health’s option, (a) $3,000,000 in cash or (b) a number of shares of Common Stock equal to the greater of (1) 300,000 and (2) the quotient obtained by dividing (x) $3,000,000 by (y) the three-day VWAP (as defined in the First Amendment) of the Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities. evidence_url: https://www.sec.gov/Archives/edgar/data/1851182/000110465924031549/0001104659-24-031549-index.htm - Material Agreements Future Health ESG Corp. entered into Cantor Fee Modification Agreement with Cantor Fitzgerald & Co. valued at Underwriters agreed to accept, in lieu of $8,700,000 deferred fee, either shares of New Common Stock (effective 2024-03-05). - Action: entry - Counterparty: Cantor Fitzgerald & Co. - Value: Underwriters agreed to accept, in lieu of $8,700,000 deferred fee, either shares of New Common Stock - Effective: 2024-03-05 source text: On March 5, 2024, the Company and Cantor entered into a fee modification agreement (the "Cantor Fee Modification Agreement"), pursuant to which, among other things, Cantor agreed to accept, in lieu of payment of the Cantor Deferred Fee in cash at the Closing, either, in the Company’s sole discretion, (1) a certain number of shares of the publicly traded common equity securities of the resulting public entity following the Company’s initial business combination (the "New Common Stock") equal to the greater of (a) 290,000 and (b) the quotient obtained by dividing (x) $2,900,000 by (y) the VWAP (as defined in the Cantor Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities (the "Cantor Fee Shares"), or (2) a non-refundable cash fee of $2,900,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1851182/000110465924031549/0001104659-24-031549-index.htm - Material Agreements Future Health ESG Corp. entered into Roth Fee Modification Agreement with Roth Capital Partners LLC valued at Underwriters agreed to accept, in lieu of $300,000 cash fee, either shares of New Common Stock (mini (effective 2024-03-05). - Action: entry - Counterparty: Roth Capital Partners LLC - Value: Underwriters agreed to accept, in lieu of $300,000 cash fee, either shares of New Common Stock (mini - Effective: 2024-03-05 source text: Also on March 5, 2024, the Company and Roth entered into a fee modification agreement (the "Roth Fee Modification Agreement" and, together with the Cantor Fee Modification Agreement, the "Fee Modification Agreements"), pursuant to which, among other things, Roth agreed to accept, in lieu of payment of the Roth Fee in cash at the Closing, either, in the Company’s sole discretion, (1) a certain number of shares of New Common Stock equal to the greater of (a) 10,000 and (b) the quotient obtained by dividing (x) $100,000 by (y) the VWAP (as defined in the Roth Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities (the "Roth Fee Shares"), or (2) a non-refundable cash fee of $100,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1851182/000110465924031549/0001104659-24-031549-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.