Excelera DCE executed a non-binding letter of intent to acquire Future Health ESG Corp. (NasdaqCM : FHLT) from a group of shareholders in a reverse merger transaction on December 21, 2021. Excelera DCE entered into a definitive business combination agreement to acquire Future Health ESG Corp. (NasdaqCM : FHLT) from a group of shareholders for approximately $590 million in a reverse merger transaction on June 13, 2022. Upon completion of the transaction, the combined company is expected to operate as Excelera Health, Inc., and is expected to be listed on the Nasdaq under the new ticker symbol "XLRA". Including the earn-out and assuming no public shareholders of Future Health exercise their redemption rights, Excelera's shareholders will own approximately 64%, Future Health shareholders will own approximately 21%, PIPE investors will own approximately 10%, and Future Health's sponsors will own approximately 5% of the issued and outstanding shares of common stock of the combined company. Excelera's parent will roll over 100% of its equity stake into the new company. Excelera's existing management team will continue to lead the Company following the transaction. The Company's Board of Directors will include Future Health Directors Travis Morgan, Co-Founder and Chief Financial Officer, and Nancy L. Snyderman, Managing Director.

The transaction is subject to approval by Future Health's shareholders and other customary closing conditions. The consummation of the Business Combination is conditioned upon, among other things, (a) receipt of the Future Health stockholders' approval, (b) if applicable, effectiveness of the Registration Statement filed by Future Health in connection with the Business Combination, no stop order having been issued by the U.S. Securities and Exchange Commissions remaining in effect with respect to the Registration Statement, and no proceeding seeking such a stop order having been pending before or threatened by the SEC, (c) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (d) the expiration or termination of the waiting period under the Hart-Scott-Rodino Act. The transaction has been unanimously approved by the Boards of Excelera and Future Health. The transaction is expected to close during the second half of 2022.

Cantor Fitzgerald & Co., BTIG, LLC, and Roth Capital Partners, LLC are acting as capital markets advisors to Future Health. Richard DiStefano and Brian North of Buchanan Ingersoll & Rooney PC is serving as legal counsel to Exceler. Ari Edelman, Jeremy Earl, Matthew J. Perreault, Steven Hadjilogiou, Michelle S. Strowhiro and Sunyi Snow of McDermott Will & Emery LLP is serving as legal counsel and legal due diligence provider to Future Health. Continental Stock Transfer & Trust Company is the Future Health's escrow and transfer agent. ROTH Capital Partners, LLC acted as financial advisor to FHLT for a fee of $300,000.