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Future Health ESG Corp. (FHLT) Mutually Terminates PIPE and FPA
by Marlena Haddad on 2022-10-12 at 5:54pm

Future Health (NASDAQ:FHLT) disclosed in an 8-K this afternoon that it has mutually terminated its PIPE and forward purchase agreement (“FPA”) in connection with its business combination with medical technology company Excelera Health.

Investor Variant Capital previously subscribed to a PIPE, effective as of the deal announcement on June 13, 2022, to purchase an aggregate of 9,090,909 shares of common stock at $11.00 per share in connection to the proposed merger. But, on October 7, the parties agreed to mutually terminate the agreement.

On that same day, Future Health and Hakim also mutually terminated the previously disclosed FPA. As part of the original agreement, Hakim intended to purchase shares of common stock of Future Health in the open market at an aggregate purchase price of $20 million. The purchase was expected to be completed prior to two business days before Future Health’s shareholder meeting to vote on its merger with Excelera  and immediately prior to the business combination, the requisite number of shares at $11.00 per share to satisfy any unfulfilled portion of the $20 million purchase commitment.

Future Health originally brought in $201 million from its current trust to finance the deal, but expected to supplement this with the $100 million PIPE at $11 per share and the $20 million FPA. Although the subscription agreement and FPA are no longer in effect, the SPAC does not expect the termination to impact Excelera’s operations or delay closing of the deal, which does not have a minimum cash at closing condition.

As of now, Future Health is in discussions with investors to secure alternative strategic financing, which management hopes will be less dilutive to its stockholders.

The SPAC announced the $459 million deal with Excelera just a few months ago on June 14, 2022. Newport Beach, California-based Excelera operates a just-launched network of physicians serving Medicare patients through a direct contracting entity (DCE) model aimed at reducing costs.



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