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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 17, 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 or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1001 Green Bay Rd, #227
Winnetka, IL |
|
60093 |
(Address of principal executive offices) |
|
(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 to 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 whole 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 8.01 Other Events.
As
previously disclosed on November 6, 2023 by Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”),
in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”), on November 3,
2023, the Company received written notice from Starton Therapeutics, Inc., a British Columbia corporation (“Starton”
and such notice, the “Starton Termination Notice”). The Starton Termination Notice stated that Starton had elected
to terminate the business combination agreement entered into on April 27, 2023 (as amended on May 15, 2023, August 10, 2023, and September
17, 2023, the “Business Combination Agreement”) between the Company, Starton and the other parties thereto, pursuant
to Section 10.1(b) thereof, because the conditions to the Closing (as defined in the Business Combination Agreement) set forth therein
had not been satisfied or waived on or prior to November 3, 2023, the Outside Date (as defined in the Business Combination Agreement)
under the Business Combination Agreement (the “Starton Business Combination Termination”). Pursuant
to the Company’s amended and restated certificate of incorporation, as amended and currently in effect (the “Charter”),
the Company has until December 5, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”),
in its sole discretion, to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination” and such date, the “Combination
Period”). Following the Starton Business Combination Termination, the Company continued its efforts to sign another target, which were not successful.
As a result, the Company believes it will be unable to consummate a Business Combination within the Combination Period.
Consequently, the Board has
determined to (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as reasonably
possible redeem the shares of Class A common stock (the “Public Shares”) that were included in the units issued in
the Company’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”) including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law (the “Redemption”), and (iii) as promptly as reasonably possible following the Redemption, subject
to the approval of the Company’s remaining stockholders and its Board, liquidate the funds held in the Trust Account (the “Liquidation”)
and dissolve the Company (the “Dissolution”), subject in each case to its obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to the Company’s warrants, which will expire worthless. Healthwell Acquisition
Corp. I Sponsor LLC, the Company’s sponsor, has agreed to waive its redemption rights with respect to the shares of Class B common
stock of the Company issued prior to the IPO, including shares of the Company’s Class A common stock issued upon conversion of the
Class B common stock.
In order to provide
for the disbursement of funds from the Trust Account, the Company will instruct Continental Stock Transfer & Trust Company (“Continental”),
as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution
expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public
Shares. The Company expects to redeem all of the outstanding Public Shares for an estimated redemption
price of approximately $10.50 per share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution
expenses, but before the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded
from proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of
the Trust Account by delivering their Public Shares to Continental, the Company’s transfer agent. Beneficial owners of Public Shares
held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption
Amount is expected to be paid out within ten business days after the instruction to Continental to commence the Redemption and Liquidation.
On November 17, 2023, the
Company issued a press release announcing (i) the Redemption, Liquidation and Dissolution and (ii) its decision to cancel its special
meeting of stockholders that was scheduled for December 4, 2023 and to withdraw from consideration by the Company’s stockholders
the proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 13, 2023. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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: November 17, 2023
|
Healthwell Acquisition Corp. I |
|
|
|
|
By: |
/s/ Alyssa Rapp |
|
|
Name: |
Alyssa Rapp |
|
|
Title: |
Chief Executive Officer |
3
Exhibit 99.1
Healthwell Acquisition
Corp. I Announces Cancellation of Special Stockholder Meeting and its Intention to Liquidate
November
17, 2023 WINNETKA, Ill.-Healthwell Acquisition Corp. I (“Healthwell”) (Nasdaq: HWEL) announced today that (i) its previously
announced special meeting of stockholders that was scheduled for December 4, 2023 has been cancelled, and that it has withdrawn
from consideration by Healthwell’s stockholders the proposals set forth in Heatlhwell’s Definitive Proxy Statement on Schedule
14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2023 and (ii) it intends instead to
liquidate.
The board of directors of Healthwell (the “Board”)
has determined to (i) cease all operations except for the purpose of winding up as soon as practicable, (ii) as promptly as
reasonably possible redeem the shares of its Class A common stock (the “Public Shares”) that were included in the units issued
in Healthwell’s initial public offering (the “IPO”) at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account established in connection with the IPO (the “Trust Account”) including interest earned
on the funds held in the Trust Account and not previously released to Healthwell to pay its taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of outstanding Public Shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law (the “Redemption”),
and (iii) as promptly as reasonably possible following the Redemption, subject to the approval of the Healthwell’s remaining
stockholders and the Board, liquidate the funds held in the Trust Account (the “Liquidation”) and dissolve Healthwell (the
“Dissolution”), subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to Healthwell’s warrants,
which will expire worthless. Healthwell Acquisition Corp. I Sponsor LLC, Healthwell’s sponsor,
has agreed to waive its redemption rights with respect to the shares of Healthwell’s Class B common stock issued prior to the IPO,
including shares of Healthwell’s Class A common stock issued upon conversion of such Class B common stock.
In order to provide
for the disbursement of funds from the Trust Account, Healthwell will instruct Continental Stock Transfer & Trust Company (“Continental”),
as its trustee, to take all necessary actions to effect the Liquidation. The proceeds thereof, less $100,000 of interest to pay dissolution
expenses and net of taxes payable, will be held in a trust operating account while awaiting disbursement to the holders of the Public
Shares. Healthwell expects to redeem all of the outstanding Public Shares for an estimated redemption
price of approximately $10.50 per share (the “Redemption Amount”) after the payment of up to $100,000 of dissolution expenses,
but before the payment of taxes. All other costs and expenses associated with implementing the Dissolution will be funded from
proceeds held outside of the Trust Account. Record holders of Public Shares will receive their pro rata portion of the proceeds of the
Trust Account by delivering their Public Shares to Continental, Healthwell’s transfer agent. Beneficial owners of Public Shares
held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The Redemption
Amount is expected to be paid out within ten business days after the instruction to Continental to commence the Redemption and Liquidation.
About Healthwell
Healthwell is a blank
check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Forward Looking Statements
This press release
contains statements that may constitute “forward-looking statements”. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of Healthwell, including those set forth in the Risk Factors section of Healthwell’s public
filings with the SEC. Copies are available on the SEC’s website, www.sec.gov. Healthwell undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
Contacts
HealthwellSPAC@edelman.com
v3.23.3
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