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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): July
26, 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) |
|
(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: (908) 391-1288
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 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 x
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On July 26, 2023, Healthwell
Acquisition Corp. I, a Delaware corporation (the “Company”), held a special meeting in lieu of an annual meeting of
stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved (1) an amendment 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 (the “Business Combination”) from August 5, 2023 to December 5, 2023 (or such earlier
date as determined by the Company’s board of directors (the “Board”)); (2) an amendment to the Charter to provide
that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of
common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective
of the provisions of Section 242(b)(2) of the Delaware General Corporation Law; (3) an amendment to the Charter to eliminate from the
Charter the limitation that the Company may not redeem the shares of Class A common stock sold as part of the units in the IPO (“public
shares”) to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance
with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”)
in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (all
of the aforementioned amendments, collectively the “Charter Amendments”); and (4) a proposal to ratify the selection
by the audit committee of the Board of Marcum LLP to serve as the Company’s independent registered public accounting firm for the
year ending December 31, 2023. The Company filed the Charter Amendments with the Secretary of State of the State of Delaware on July 26,
2023.
The foregoing description
of the Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Charter Amendments, a copy
of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of
Matters to a Vote of Security Holders
At the Meeting, an aggregate
of 28,760,341 shares of the Company’s common stock, which represents a quorum of the outstanding shares of common stock entitled
to vote as of the record date of June 27, 2023, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s
stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal –
a proposal to amend the Charter to extend the date by which the Company has to consummate the Business Combination from August 5, 2023
to December 5, 2023 (or such earlier date as determined by the Board:
For | |
Against | |
Abstain | |
Broker Non-Votes |
23,677,178 | |
1,335,645 | |
- | |
3,747,518 |
(2) Section 242(b)(2) Amendment Proposal –
a proposal to amend the Charter such that, subject to the rights of the holders of any outstanding class of preferred stock, the number
of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital
stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law:
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Common stock |
24,047,956 |
|
964,867 |
|
- |
|
3,747,518 |
Class A common stock |
17,797,956 |
|
964,867 |
|
- |
|
3,747,518 |
Class B common stock |
6,250,000 |
|
- |
|
- |
|
- |
(3) Redemption Limitation Amendment Proposal –
a proposal to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent
that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
Securities Exchange Act of 1934, as amended) of less than $5,000,001 in order to allow the Company to redeem public shares irrespective
of whether such redemption would exceed the Redemption Limitation:
For | |
Against | |
Abstain | |
Broker Non-Votes |
24,048,456 | |
964,367 | |
- | |
3,747,518 |
(4) Auditor Ratification Proposal – a
proposal to ratify the selection of Marcum LLP by the audit committee of the Board to serve as the Company’s independent registered
public accounting firm for the year ending December 31, 2023:
For | |
Against | |
Abstain |
27,795,974 | |
964,367 | |
- |
In connection with the Meeting,
stockholders holding 20,942,619 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the
Company’s trust account established in connection with its initial public offering (the “Trust Account”). As
a result, approximately $215,635,294 (approximately $10.30 per public share) will be removed from the Trust Account to pay such holders
and approximately $41,776,749 will remain in the Trust Account. Following redemptions, the Company has 4,057,381 public shares outstanding.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
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.
|
Healthwell Acquisition Corp. I |
|
|
Dated: August 1, 2023 |
By: |
/s/ Alyssa J. Rapp |
|
Name: |
Alyssa J. Rapp |
|
Title: |
Chief Executive Officer |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HEALTHWELL ACQUISITION CORP. I
Pursuant to Section 242 of the
Delaware General Corporation Law
Healthwell Acquisition
Corp. I (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby
certify as follows:
1. | | The name of the Corporation is Healthwell Acquisition Corp. I. The Corporation’s
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 2, 2021 (the
“Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of
State of the State of Delaware on August 2, 2021 (the “Amended and Restated Certificate of Incorporation”). |
2. | | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended
and Restated Certificate of Incorporation. |
3. | | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted
by (i) the affirmative vote of (x) a majority of the holders of the Corporation’s outstanding common stock voting together
as a single class, (y) a majority of the Corporation’s outstanding Class B common stock voting as a separate class and
(z) a majority of the holders of the Corporation’s outstanding Class A common stock voting as a separate class at a meeting
of stockholders of the Corporation in regards to Section 4.1 of Article IV and (ii) the affirmative vote of the holders of 65% of the
stock entitled to vote at a meeting of stockholders of the Corporation in regards to amendments to Sections 9.1(b), 9.2(a), 9.2(e), 9.2(f)
and 9.7 of Article IX in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
4. | | The text of Section 4.1 of Article IV is hereby amended and restated to read in
full as follows: |
Authorized Capital Stock. The
total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized
to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”),
including (i) 100,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and
(ii) 10,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares
of preferred stock (the “Preferred Stock”). The number of authorized shares of Class A Common Stock
or Preferred Stock, or any series thereof, may be increased or decreased (but not below the number of shares thereof then outstanding
plus, if applicable, the number of shares of Class A Common Stock or Preferred Stock or such series, as applicable, reserved for
issuance) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation
entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto)
and without a separate vote of the holders of the Class A Common Stock or the Preferred Stock, or of any series thereof, unless a
vote of any such holders is required pursuant to this Amended and Restated Certificate (including any certificate of designation filed
with respect to any series of Preferred Stock). The holders of Class B Common Stock are entitled to vote as a separate class to increase
the authorized number of shares of Class B Common Stock.
5. | | The text of Section 9.1(b) of Article IX is hereby amended and restated to
read in full as follows: |
Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on February 23, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account
(the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to
a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes, none of the funds held
in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until
the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering
Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by December 5, 2023 (or, if
the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents)
on such date the next date upon which the Office of the Delaware Division of Corporations shall be open for a full business day)
or such earlier date as determined by the Board and (iii) the redemption of shares in connection with a vote seeking to amend such
provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included
as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased
in the Offering or in the secondary market following the Offering and whether or not such holders are Healthwell Acquisition Corp. I
Sponsor LLC, (the “Sponsor”) or officers or directors of the Corporation, or affiliates of any of the foregoing)
are referred to herein as “Public Stockholders.”
6. | | The text of Section 9.2(a) of Article IX is hereby amended and restated to
read in full as follows: |
Prior to the consummation of the initial
Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares
redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such
rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”)
hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof
(the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate,
there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
7. | | The text of Section 9.2(e) of Article IX is hereby amended and restated to
read in full as follows: |
If the Corporation offers to redeem the
Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed
initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority
of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination
8. | | The following text of Section 9.2(f) of Article IX is hereby deleted in its
entirety: |
If the Corporation conducts a tender offer
pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption
Limitation is not exceeded.
9. | | The text of Section 9.7 of Article IX is hereby amended and restated to read in
full as follows: |
Additional Redemption Rights. If,
in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify
the substance or timing of the Corporation’s obligation to offer redemption rights in connection with any proposed initial Business
Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within the
time period set forth in Section 9.2(d) or (b) with respect to any other material provisions of this Amended
and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders
shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the
Corporation to pay its taxes, divided by the number of then outstanding Offering Shares.
IN WITNESS WHEREOF,
Healthwell Acquisition Corp. I has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name
and on its behalf by an authorized officer as of this 26th day of July, 2023.
|
HEALTHWELL ACQUISITION CORP. I |
|
|
|
By: |
/s/ Alyssa J. Rapp |
|
Name:
Title: |
Alyssa J. Rapp
Chief Executive Officer |
|
|
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--12-31
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Healthwell Acquisition Corp. I
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Entity Central Index Key |
0001845013
|
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|
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DE
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Winnetka
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Healthwell Acquisition C... (NASDAQ:HWELU)
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