Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On November 15, 2022, the Audit Committee (the "Committee") of the Board of
Directors of Future Health ESG Corp. (the "Company"), dismissed Marcum LLP
("Marcum") as the Company's independent registered public accounting firm,
effective immediately. The Company notified Marcum of its dismissal on November
15, 2022.
The audit report of Marcum on the Company's financial statements for the period
from February 25, 2021 (inception) through December 31, 2021 did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles with the exception that said
report included an explanatory paragraph regarding the uncertainty of the
Company's ability to continue as a going concern. During the period from
February 25, 2021 (inception) through December 31, 2021 and through November 15,
2022, there were no (a) disagreements (as that term is used in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) with Marcum on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Marcum, would have caused
it to make reference to the subject matter of the disagreements in connection
with its reports; or (b) reportable events (as described in Item 304(a)(1)(v) of
Regulation S-K), except that Marcum advised the Company that the following
material weakness existed since June 30, 2022: the Company did not establish an
effective control environment due to the ineffective design and implementation
of segregation of duties related to the accounting for complex financial
instruments.
The Company provided Marcum with a copy of the foregoing disclosures and
requested that Marcum furnish the Company with a letter addressed to the United
States Securities and Exchange Commission (the "Commission") stating whether it
agrees with the above statements, and if not, stating the respects in which it
does not agree. A copy of that letter, dated November 18, 2022, is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
(b) On November 15, 2022, the Audit Committee approved the appointment of
MaloneBailey, LLP ("MaloneBailey") as the Company's independent registered
public accounting firm beginning with the Company's quarter ending December 31,
2022, effective immediately. During the year ended December 31, 2021 and through
November 15, 2022, the Company did not consult with MaloneBailey with respect to
(a) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might have been
rendered on the Company's consolidated financial statements; or (b) any matter
that was either the subject of a disagreement (as that term is used in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K). The Audit Committee has authorized Marcum to respond fully to
inquiries of MaloneBailey.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
16.1 Letter of Marcum LLP, dated as of November 18, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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FUTURE HEALTH ESG CORP. 