8-K
filed August 1, 2023, 7:59 PM ET
CIK 0001845013
other material
confidence high
sentiment negative
materiality 0.75
Healthwell Acquisition extends deadline to Dec 5, 2023; 20.9M shares redeemed for ~$215.6M
Healthwell Acquisition Corp. I
- Stockholders approved Charter amendment to extend business combination deadline from Aug 5 to Dec 5, 2023.
- Also approved removal of redemption limitation (net tangible assets floor) and change to authorized share count voting threshold.
- Holders of 20,942,619 public shares redeemed at ~$10.30/share, removing ~$215.6M from trust account.
- Trust account balance now ~$41.8M; only 4,057,381 public shares remain outstanding.
- Marcum LLP ratified as independent auditor for 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Healthwell Acquisition Corp. I: Amendment to eliminate the restriction on redemption of public shares that would cause net tangible assets to fall below $5,000,001 (effective 2023-07-26).
- Change
- charter amendment
- Effective
- 2023-07-26
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Healthwell Acquisition Corp. I: Amendment to allow increase or decrease of authorized shares of common or preferred stock by majority vote, overriding Section 242(b)(2) of DGCL (effective 2023-07-26).
- Change
- charter amendment
- Effective
- 2023-07-26
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Healthwell Acquisition Corp. I: Amendment to extend the deadline for consummating a business combination from August 5, 2023 to December 5, 2023 (effective 2023-07-26).
- Change
- charter amendment
- Effective
- 2023-07-26
Exact text from the filing
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 ”))
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Healthwell Acquisition Corp. I shareholders approved Amendment to Charter to eliminate Redemption Limitation.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
(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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Healthwell Acquisition Corp. I shareholders approved Amendment to Charter to extend Business Combination deadline at the 2023-08-05 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-05
Exact text from the filing
(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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Healthwell Acquisition Corp. I shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for 2023 at the 2023-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-12-31
Exact text from the filing
(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 -
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Healthwell Acquisition Corp. I shareholders approved Amendment to Charter regarding authorized shares under Section 242(b)(2).
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
(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: 1 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 - - -
View on SEC.gov
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