Statement of Ownership (sc 13g)
February 14 2023 - 6:22AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Future Health ESG Corp.
(Name of Issuer)
Class A common
stock, par value $0.0001 per share
(Title of Class of
Securities)
36118W102
(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:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
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 disclosures provided in a prior cover page. |
The information required on 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).
CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
Future Health ESG Associates 1, LLC |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
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6 |
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SHARED VOTING POWER
2,625,000(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
2,625,000(1)(2) |
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,000(1)(2) |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.8%(1)(2)(3) |
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TYPE OF REPORTING PERSON (See Instructions)
OO |
CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
Travis A. Morgan |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,134,576(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,134,576(1)(2) |
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,134,576(1)(2) |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.6%(1)(2)(3) |
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TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
Bradley A. Bostic |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
3,134,576(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
3,134,576(1)(2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,134,576(1)(2) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
¨ |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.6%(1)(2)(3) |
| 12 |
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TYPE OF REPORTING PERSON (See Instructions)
IN |
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CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
m2 Enterprises Holdings, LLC |
| 2 |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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| 4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
489,375(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
489,375(1)(2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,375(1)(2) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%(1)(2)(3) |
| 12 |
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TYPE OF REPORTING PERSON (See Instructions)
OO |
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CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
BEA Holdings, LLC |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
489,375(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
489,375(1)(2) |
| 9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,375(1)(2) |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
¨ |
| 11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%(1)(2)(3) |
| 12 |
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TYPE OF REPORTING PERSON (See Instructions)
OO |
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CUSIP No. 36118W102
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NAME OF REPORTING PERSONS
MB Equity, LLC |
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) ¨ |
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
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5 |
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SOLE VOTING POWER
0 |
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6 |
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SHARED VOTING POWER
20,201(1) |
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7 |
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SOLE DISPOSITIVE POWER
0 |
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8 |
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SHARED DISPOSITIVE POWER
20,201(1)(2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,201(1)(2) |
| 10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES See footnote (2) below.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1)(2)(3) |
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TYPE OF REPORTING PERSON (See Instructions)
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| (1) |
See Item 4. These are founder shares purchased prior to the Issuer’s initial public offering as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-258911) (the “Registration Statement”). Bradley A. Bostic and Travis A. Morgan are the managers of Future Health ESG Associates 1, LLC (the “Sponsor”). Mr. Bostic and his spouse own 100% of BEA Holdings, LLC. Mr. Morgan and his spouse own 100% of m2 Enterprises Holdings, LLC. Each of Messrs. Bostic and Morgan is a manager and 50% owner of MB Equity, LLC. Consequently, (i) Mr. Bostic may be deemed the beneficial owner of the shares held by Future Health ESG Associates 1, LLC, BEA Holdings, LLC, and MB Equity, LLC and has shared voting and dispositive control over such securities and (ii) Mr. Morgan may be deemed the beneficial owner of the shares held by Future Health ESG Associates 1, LLC, m2 Enterprises Holdings, LLC, and MB Equity, LLC and has shared voting and dispositive control over such securities. As contemplated in connection with the initial public offering of the Issuer, 750,000 of the founder shares were forfeited by the holders thereof to the Issuer for no consideration and cancelled because the underwriters of the Issuer’s initial public offering did not exercise their over-allotment option as described in the Registration Statement. |
| (2) |
Excludes (i) 6,375,000 shares which may be purchased by exercising warrants that are not presently exercisable and (ii) 112,499 shares held directly by hc1 Insights, Inc. (formerly known as hc1.com, Inc.) as the Reporting Persons do not have voting and dispositive control over such securities. |
| (3) |
Based on 6,591,537 shares of common stock issued and outstanding as of January 9, 2023 as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2023. |
| Item 1(a). |
Name of Issuer |
Future Health ESG Corp. (the “Issuer”)
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices |
8 The Green, Suite 12081,
Dover, DE 19901
| Item 2(a). |
Names of Persons Filing |
Future Health ESG Associates 1,
LLC
Bradley A. Bostic
Travis A. Morgan
m2 Enterprises Holdings, LLC
BEA Holdings, LLC
MB Equity, LLC (collectively, the
“Reporting Persons”)
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence: |
8 The Green, Suite 12081,
Dover, DE 19901
Future Health ESG Associates 1,
LLC is a limited liability company formed in Delaware.
Messrs. Bostic and Morgan
are citizen of the United States of America.
m2 Enterprises Holdings, LLC is
a limited liability company formed in Indiana.
BEA Holdings, LLC is a limited
liability company formed in Indiana.
MB Equity, LLC is a limited liability
company formed in Indiana.
| Item 2(d). |
Title of Class of Securities |
Common stock, $0.0001 par value
per share.
The shares of common stock are
the class of common stock of the Issuer registered pursuant to the Act.
36118W102
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) Broker or Dealer registered under Section 15 of the Exchange Act. |
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(b) Bank as defined in Section 3(a)(b) or the Exchange Act. |
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(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
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(d) Investment company registered under Section 8 of the Investment Company Act. |
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(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). |
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(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). |
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(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). |
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(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
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(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. |
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(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
Not applicable
The responses to Items 5-11 of
the cover pages of this Schedule 13G are incorporated herein by reference.
Reporting
Person | |
Amount
beneficially
owned | | |
Percent of
class | | |
Sole power
to
vote or to
direct the vote | | |
Shared power
to vote or to
direct the vote | | |
Sole power to
dispose or to
direct the
disposition of | | |
Shared power
to dispose or to
direct the
disposition of | |
| Future Health ESG Associates 1, LLC | |
| 2,625,000 | | |
| 39.8 | % | |
| 0 | | |
| 2,625,000 | | |
| 0 | | |
| 2,625,000 | |
| Bradley A. Bostic | |
| 3,134,576 | | |
| 47.6 | % | |
| 0 | | |
| 3,134,576 | | |
| 0 | | |
| 3,134,576 | |
| Travis A. Morgan | |
| 3,134,576 | | |
| 47.6 | % | |
| 0 | | |
| 3,134,576 | | |
| 0 | | |
| 3,134,576 | |
| m2 Enterprises Holdings, LLC | |
| 489,375 | | |
| 7.4 | % | |
| 0 | | |
| 489,375 | | |
| 0 | | |
| 489,375 | |
| BEA Holdings, LLC | |
| 489,375 | | |
| 7.4 | % | |
| 0 | | |
| 489,375 | | |
| 0 | | |
| 489,375 | |
| MB Equity, LLC | |
| 20,201 | | |
| 0.3 | % | |
| 0 | | |
| 20,201 | | |
| 0 | | |
| 20,201 | |
The percentage of the shares of
common stock held by the Reporting Persons is based on 6,591,537 shares of common stock issued and outstanding as of January 9, 2023
as reported in the Issuer’s definitive proxy statement filed with the Securities and Exchange Commission on January 19, 2023.
Messrs. Bostic and Morgan
are the managers of Future Health ESG Associates 1, LLC. Mr. Bostic and his spouse own 100% of BEA Holdings, LLC. Mr. Morgan
and his spouse own 100% of m2 Enterprises Holdings, LLC. Each of Messrs. Bostic and Morgan is a manager and 50% owner of MB Equity,
LLC. Consequently, (i) Mr. Bostic may be deemed the beneficial owner of the shares held by Future Health ESG Associates 1, LLC,
BEA Holdings, LLC, and MB Equity, LLC and has shared voting and dispositive control over such securities and (ii) Mr. Morgan
may be deemed the beneficial owner of the shares held by Future Health ESG Associates 1, LLC, m2 Enterprises Holdings, LLC, and MB Equity,
LLC and has shared voting and dispositive control over such securities.
| Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
| Item 9. |
Notice of Dissolution of Group |
Not Applicable
Not Applicable
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.
DATED: February 13, 2023
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Future Health ESG Associates 1, LLC, |
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a Delaware limited liability company |
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By: |
/s/ Bradley A. Bostic |
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Name: Bradley A. Bostic |
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Title: Manager |
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By: |
/s/ Travis A. Morgan |
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Name: Travis A. Morgan |
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Title: Manager |
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/s/ Bradley A. Bostic |
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Bradley A. Bostic |
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/s/ Travis A. Morgan |
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Travis A. Morgan |
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m2 Enterprises Holdings, LLC, |
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an Indiana limited liability company |
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By: |
/s/ Travis A. Morgan |
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Name: Travis A. Morgan |
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Title: Manager |
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BEA Holdings, LLC, |
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an Indiana limited liability company |
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By: |
/s/ Bradley A. Bostic |
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Name: Bradley A. Bostic |
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Title: Manager |
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MB Equity, LLC, |
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an Indiana limited liability company |
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By: |
/s/ Travis A. Morgan |
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Name: Travis A. Morgan |
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Title: Manager |
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By: |
/s/ Bradley A. Bostic |
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Name: Bradley A. Bostic |
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Title: Manager |
EXHIBIT INDEX
|
Exhibit
No. |
|
Description |
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| 99.1 |
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Joint Filing Agreement, dated as of February 13, 2023 by and among Future Health ESG Associates 1, LLC, Bradley A. Bostic, Travis A. Morgan, m2 Enterprises Holdings, LLC, BEA Holdings, LLC, and MB Equity, LLC |
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