UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |
☒ |
Filed by a Party other than the Registrant |
☐ |
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☒ |
Definitive Additional Materials |
☐ |
Soliciting Material under Section 240.14a-12 |
HEALTHWELL ACQUISITION
CORP. I
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing Fee (Check all boxes that
apply):
☒ |
No fee required |
☐ |
Fee paid previously with preliminary materials |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 22, 2023
Healthwell Acquisition Corp. I
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40697 |
|
86-1911840 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1001 Green Bay Rd, #227
Winnetka,
IL 60093
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (847) 230-9162
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
HWELU |
|
The
Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
|
HWEL |
|
The
Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share |
|
HWELW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Between
July 22, 2023 and July 24, 2023, Healthwell Acquisition Corp. I, a Delaware corporation (the “Company” or
“we”), and the Company’s sponsor, Healthwell Acquisition Corp. I Sponsor LLC (the
“Sponsor”), entered into three voting and non-redemption agreements (the “Non-Redemption
Agreements”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the
“Holders”) in exchange for the Holders agreeing either not to request redemption, or to reverse any previously
submitted redemption demand, with respect to an aggregate of 2,297,247 shares of Class A common stock, par value $0.0001 per share,
of the Company (the “Class A Shares”) sold in its initial public offering (the “IPO”) in
connection with the special meeting in lieu of an annual meeting of stockholders of the Company to be held on July 26, 2023 at 10:30
a.m. Eastern Time (the “Meeting”). The Meeting is being held to, among other things, consider a proposal to amend
to the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by
which the Company must consummate an initial business combination from August 5, 2023 to December 5, 2023 (or such earlier
date as determined by the Company’s board of directors) (the “Extension Amendment”). In consideration of
the Non-Redemption Agreements, the Sponsor has agreed to transfer to the Holders an aggregate of 91,890 Class A Shares for each month
beginning on September 5, 2023 and continuing for each subsequent month thereafter (including partial months) until the consummation
of the Company’s initial business combination (the “Monthly Shares”). The Monthly Shares will be issued to
the Holders substantially concurrently with the closing of the Company’s initial business combination.
The
Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company’s trust account established in
connection with the IPO (the “Trust Account”) following the Meeting. Pursuant to the Non-Redemption Agreements, each
Holder has also agreed to vote any Class A Shares held by it as of the record date for the Meeting in favor of the Extension Amendment
at the Meeting and cause all such shares to be counted as present at the Meeting for purposes of establishing a quorum.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
8.01. Other Events.
As
of 5:00 p.m. Eastern Time on July 24, 2023 (the “Redemption Deadline”), the Company had received requests to redeem
a total of 22,966,879 Class A Shares in connection with the Meeting, representing approximately 73.5% of the total Class A Shares outstanding prior to the
Redemption Deadline. If all of the redemption requests received by Company as of the Redemption Deadline are satisfied by Company, 8,283,120
Class A Shares would be outstanding following the Meeting.
Stockholders
may withdraw redemptions in connection with the Meeting at any time prior to the Meeting. Stockholders may request to withdraw their
redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at One State Street,
30th Floor, New York, New York 10004, Attn: SPAC Redemption Team, spacredemptions@continentalstock.com
Forward-Looking
Statements
This
communication includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without
limitation, uncertainties relating to the Company’s stockholder approval of the Extension Amendment, its expectation that the Non-Redemption
Agreements will increase the amount remaining in the Trust Account following the Meeting, its ability to complete an initial business
combination within the required time period and other risks and uncertainties indicated from time to time in filings with the Securities
and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2022 under the heading “Risk Factors” and other documents the Company has filed, or to be filed,
with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date
made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the stockholders of the Company in favor of the approval of the Extension Amendment and other proposals
to be considered at the Meeting. Investors and stockholders may obtain more detailed information regarding the names, affiliations and
interests of the Company’s directors and officers in the definitive proxy statement dated July 3, 2023, as supplemented to
date (the “Extension Proxy Statement”), which may be obtained free of charge from the sources indicated below.
No
Offer or Solicitation
This
communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Extension Amendment. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Extension Proxy Statement as well as other documents filed
by the Company with the SEC, because these documents will contain important information about the Company, the Extension Amendment and
the Meeting. Stockholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov
or by directing a request to the Company’s proxy solicitor: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford,
CT 06902, e-mail: HWEL.info@investor.morrowsodali.com.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
July 25, 2023 |
Healthwell
Acquisition Corp. I |
|
|
|
|
|
By: |
/s/
Alyssa Rapp |
|
|
Name: |
Alyssa
Rapp |
|
|
Title: |
Chief
Executive Officer |
3
Healthwell Acquisition C... (NASDAQ:HWELU)
過去 株価チャート
から 5 2024 まで 6 2024
Healthwell Acquisition C... (NASDAQ:HWELU)
過去 株価チャート
から 6 2023 まで 6 2024