Amended Statement of Ownership (sc 13g/a)
January 27 2023 - 10:44AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*
Future Health ESG Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class
of Securities)
36118W201
(CUSIP Number)
December 31, 2022
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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| 1 |
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NAMES OF REPORTING
PERSONS |
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MAGNETAR FINANCIAL LLC |
| 2 |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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(b) ¨ |
| 3 |
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SEC
USE ONLY |
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| 4 |
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER 0 |
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| NUMBER OF |
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| SHARES |
6 |
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SHARED VOTING POWER 0 |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER 0 |
| REPORTING |
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| PERSON |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER 0 |
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| 9 |
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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0 |
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| 10 |
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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¨ |
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| 11 |
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
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0.00% |
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| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
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IA, OO |
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| 1 |
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NAMES OF REPORTING
PERSONS |
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MAGNETAR CAPITAL PARTNERS LP |
| 2 |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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(b) ¨ |
| 3 |
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SEC
USE ONLY |
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| 4 |
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER 0 |
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| NUMBER OF |
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| SHARES |
6 |
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SHARED VOTING POWER 0 |
| BENEFICIALLY |
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| OWNED BY |
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| EACH |
7 |
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SOLE DISPOSITIVE POWER 0 |
| REPORTING |
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| PERSON |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER 0 |
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|
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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0 |
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| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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¨ |
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| 11 |
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
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0.00% |
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| 12 |
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
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HC, PN |
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| 1 |
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NAMES OF REPORTING
PERSONS |
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SUPERNOVA MANAGEMENT LLC |
| 2 |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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(b) ¨ |
| 3 |
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SEC
USE ONLY |
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|
| 4 |
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER 0 |
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| NUMBER OF |
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| SHARES |
6 |
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SHARED VOTING POWER 0 |
| BENEFICIALLY |
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| OWNED BY |
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|
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| EACH |
7 |
|
SOLE DISPOSITIVE POWER 0 |
| REPORTING |
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| PERSON |
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| WITH: |
8 |
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SHARED DISPOSITIVE POWER 0 |
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|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
| |
|
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0 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
¨ |
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|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
| |
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0.00% |
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|
| 12 |
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
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HC, OO |
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| 1 |
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NAMES OF REPORTING
PERSONS |
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DAVID J. SNYDERMAN |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ¨ |
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(b) ¨ |
| 3 |
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SEC
USE ONLY |
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| 4 |
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
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United States of America |
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5 |
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SOLE VOTING POWER 0 |
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| NUMBER OF |
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| SHARES |
6 |
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SHARED VOTING POWER 0 |
| BENEFICIALLY |
|
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| OWNED BY |
|
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| |
|
|
|
| EACH |
7 |
|
SOLE DISPOSITIVE POWER 0 |
| REPORTING |
|
|
| PERSON |
|
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| WITH: |
8 |
|
SHARED DISPOSITIVE POWER 0 |
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|
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|
| 9 |
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
| |
|
| |
0 |
| |
|
|
| 10 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| |
|
| |
¨ |
| |
|
|
| 11 |
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
| |
|
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0.00% |
| |
|
|
| 12 |
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
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HC, IN |
SCHEDULE 13G
Future Health ESG Corp. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
8 THE GREEN
SUITE # 12081
DOVER, DE 19901
| Item 2(a) | Name of Person Filing. |
This statement is filed on behalf of
each of the following person (collectively, the “Reporting Persons”):
| i) | Magnetar Financial LLC (“Magnetar Financial”); |
| ii) | Magnetar Capital Partners LP (Magnetar Capital
Partners”); |
| iii) | Supernova Management LLC (“Supernova
Management”); and |
| iv) | David J. Snyderman (“Mr. Snyderman”). |
Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment
power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding
company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management
is Mr. Snyderman.
Effective October 24, 2022, Alec N. Litowitz was replaced by David J. Snyderman as Chief Executive Officer of Magnetar Financial and the
manager of Supernova Management. Accordingly, Mr. Snyderman is being added as a Reporting Person to this Schedule 13G, and Mr. Litowitz
has been removed as a Reporting Person, as Mr. Litowitz is no longer a beneficial owner of any of the shares of Common Stock held by the
Magnetar Funds.
| Item 2(b) | Address of Principal Business Office. |
The address of the principal business office of
each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th
Floor, Evanston, Illinois 60201.
| Item 2(c) | Place of Organization. |
| | |
| i) | Magnetar Financial is a Delaware limited
liability company; |
| ii) | Magnetar Capital Partners is a Delaware
limited partnership; |
| iii) | Supernova Management is a Delaware limited
liability company; and |
| iv) | Mr. Snyderman is a citizen of the United
States of America. |
| Item 2(d) | Title of Class of Securities. |
Common Stock
36118W201
(e) x
An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)
(g) x A parent
holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)
| Item 4(a) | Amount Beneficially Owned: |
As of December 31, 2022, each
of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 0 Shares. The Shares held by the Magnetar
Funds represent approximately 0.00% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding
shares of the Issuer).
| Item 4(b) | Percent of Class: |
(i) As of December 31, 2022, each of Reporting Persons were deemed to be the beneficial owner constituting approximately 0.00% of the
total number of Shares outstanding (based upon the information provided by the Issuer in its Form 10-Q filed with the SEC on November
14, 2022, there were approximately 25,000,000 Shares outstanding as of November 14, 2022).
| Item 4(c) | Number of
Shares of which such person has: |
Magnetar Financial, Magnetar Capital Partners,
Supernova Management, and Mr. Snyderman:
| (i) | Sole power to vote or to
direct the vote: |
0 |
| (ii) | Shared power to vote or
to direct the vote : |
0 |
| (iii) | Sole power to dispose or
to direct the disposition of: |
0 |
| (iv) | Shared power to dispose
or to direct the disposition of: |
0 |
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following x.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
This Item 6 is not applicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On by the Parent Holding Company. |
This Item 7 is not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
This Item 8 is not applicable.
| Item 9 | Notice of Dissolution of Group. |
This Item 9 is not applicable.
By signing below the Reporting
Persons certifies that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: January 27, 2023 |
magnetar financial llc |
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|
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By: Magnetar Capital Partners LP, its Sole Member |
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By: Supernova Management LLC, its General Partner |
| |
|
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By: |
/s/ Hayley A. Stein |
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Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for
David J. Snyderman, Manager of Supernova Management LLC |
| |
| Date: January 27, 2023 |
magnetar capital partners LP |
| |
|
| |
By: Supernova Management LLC, its General
Partner |
| |
|
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By: |
/s/ Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for David
J. Snyderman, Manager of Supernova Management LLC |
| |
|
| Date: January 27, 2023 |
supernova management llc |
| |
|
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By: |
/s/ Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact
for David J. Snyderman, Manager |
| |
|
| Date: January 27, 2023 |
DAVID J. SNYDERMAN |
| |
|
| |
By: |
/s/ Hayley A. Stein |
| |
Name: Hayley A. Stein |
| |
Title: Attorney-in-fact for
David J. Snyderman |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Filing Agreement, dated as of January 27, 2023, among the Reporting Persons. |
| 99.2 |
|
Power of Attorney, dated as of December 22, 2022 (incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting
Persons on January 27, 2023) |
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