Healthwell Acquisition Corp. I Announces Cancellation of Special Stockholder Meeting and its Intention to Liquidate
November 17 2023 - 9:29PM
Business Wire
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cancelled, and that it has withdrawn from consideration by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.
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