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 |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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):
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No fee required |
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Fee paid previously with preliminary materials |
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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 25, 2023
Healthwell Acquisition Corp. I
(Exact name of registrant as specified in its
charter)
Delaware |
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001-40697 |
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86-1911840 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(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 |
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Trading
Symbol(s) |
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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 |
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HWELU |
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The
Nasdaq Stock Market LLC |
Class
A common stock, par value $0.0001 per share |
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HWEL |
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The
Nasdaq Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share |
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HWELW |
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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.
On July 25, 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 four additional
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
1,592,276 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 such additional
Non-Redemption Agreements, the Sponsor has agreed to transfer to the Holders an aggregate of 63,691 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.
As of the date of this
report, we have entered into Non-Redemption Agreements with respect to an aggregate of 3,889,523 Class A Shares, and the Sponsor has agreed
to transfer an aggregate of 155,581 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. In addition, a certain
third party stockholder may, pursuant to a non-binding agreement, refrain from redemption or reverse any previously submitted redemption
demand with respect to an aggregate of 395,750 Class A Shares in connection with the Extension Amendment.
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 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on July 25, 2023 and incorporated herein by reference.
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 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.
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 |
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By: |
/s/
Alyssa Rapp |
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Name: |
Alyssa Rapp |
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Title: |
Chief Executive Officer |
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