--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-062028" form_type: "8-K" ticker: null cik: "0001845013" company_name: "Healthwell Acquisition Corp. I" filed_at: "2023-08-01T23:59:59+00:00" generated_at: "2026-06-12T19:07:30.527105+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Healthwell Acquisition extends deadline to Dec 5, 2023; 20.9M shares redeemed for ~$215.6M ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-062028 - form_type: 8-K - cik: 0001845013 - company_name: Healthwell Acquisition Corp. I - filed_at: 2023-08-01T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/ea182715-8k_healthwell.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-062028 - JSON: https://secwatch.observer/filing/0001213900-23-062028.json - Plain text: https://secwatch.observer/filing/0001213900-23-062028.txt ## Key facts - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Governance Changes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Governance Changes 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 source text: 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 ”)) evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Shareholder Votes Healthwell Acquisition Corp. I shareholders approved Amendment to Charter to eliminate Redemption Limitation. - Proposal: charter amendment - Outcome: passed source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Shareholder Votes 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 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Shareholder Votes 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 source text: (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 - evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm - Shareholder Votes Healthwell Acquisition Corp. I shareholders approved Amendment to Charter regarding authorized shares under Section 242(b)(2). - Proposal: charter amendment - Outcome: passed source text: (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 - - - evidence_url: https://www.sec.gov/Archives/edgar/data/1845013/000121390023062028/0001213900-23-062028-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.