HWEL SEC filings, in plain English
Everything Healthwell Acquisition Corp. I has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Healthwell Acquisition Corp. I called a special meeting for December 4, 2023 at 10:00 a.m. Eastern Time, virtual. The proxy discloses that on November 3, 2023 the Company received written notice from Starton Therapeutics that Starton had elected to terminate the business combination agreement under Section 10.1(b), because closing conditions had not been satisfied or waived by the November 3, 2023 Outside Date. The agreement, dated April 27, 2023, had already been amended three times, on May 15, August 10 and September 17, 2023. Why it matters: The deal is dead: the counterparty terminated a month before this meeting, so any extension now funds a search for a replacement target rather than a closing. For HWEL holders that removes the only reason to stay invested, and the company subsequently liquidated. With no agreement in place the redemption right is the entire remaining value, and each extension only postpones the distribution of the trust.
What changed vs 2023-07-05deadline 2023-12-05 → 2024-08-02combination deadline1 moved
- Combination deadline
- 2023-12-052024-08-02
SpacBrain reads this as 241 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by August 2, 2024 (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Healthwell Acquisition Corp. I called a special meeting for October 19, 2023 at 10:00 a.m. Eastern Time by live webcast on its Business Combination Agreement dated April 27, 2023 with Starton Therapeutics, as amended. Consideration is payable in newly issued Pubco Common Stock or Exchangeable Shares, each valued at the Redemption Price, with Starton Shareholders also holding a contingent right to additional shares. On September 14, 2023, the record date, HWEL Units closed at $10.40; Units, Common Stock and Public Warrants trade on Nasdaq as HWELU, HWEL and HWELW. Why it matters: Pricing the stock consideration at the Redemption Price rather than a fixed dollar figure means the seller receives more shares as redemptions rise, so heavy redemption dilutes the holders who stay instead of protecting them. Pubco would have no units trading after closing, ending the unit structure. Starton terminated this agreement on November 3, 2023 and HWEL later liquidated, so the October 12, 2023 redemption election was the decision that mattered.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- not previously extracted$10.0M
- Outside date
- not previously extracted2023-08-03
SpacBrain reads this as the min-cash condition binds at $10,000,000.
The clause …“that, at the Closing, HWEL or Pubco have net cash and cash equivalents of at least $10 million, otherwise referred to herein as the Minimum Cash Condition. This scenario includes all adjustments contained in the “Assuming Minimum”…
SpacBrain reads this as the agreement may be terminated from 2023-08-03.
The clause …“to the Closing set forth in Article IX have not been satisfied or waived by August 3, 2023 (the “ Outside Date ”) (provided, that if Purchaser seeks and obtains an Extension, Purchaser shall have the right by providing written notice”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-05-18trust $255.8M → $258.9M +1%deadline 2023-08-05 → 2023-12-05
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $255.8M$258.9M
- Combination deadline
- 2023-08-052023-12-05
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $350K · unchanged
- Redeemable shares
- 25.0M · unchanged
SpacBrain reads this as $3,068,242 was added to the trust between the two filings.
The clause …“expenses 108,403 330,178 Total current assets 155,328 467,930 Investments held in Trust Account 258,894,006 253,668,826 Total Assets $ 259,049,334 $ 254,136,756 Liabilities and Stockholders’ Deficit: Current liabilities: Accounts”…
SpacBrain reads this as 122 days later than the previous record.
The clause …“upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before December 5, 2023, or such later liquidation date as may be approved”…
The clause …“liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed”…
The clause …“of our initial public offering. On August 5, 2021, the Company repaid the outstanding balance under the Promissory Note of $350,000 that was borrowed prior to our initial public offering. As of December 31, 2022, there was no”…
The clause …“380,000,000 shares authorized; no shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) — — Class B common stock, $ 0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Healthwell Acquisition Corp. I called a special meeting in lieu of an annual meeting for July 26, 2023 at 10:30 a.m. Eastern Time, virtual, to extend the deadline because the Board believed there may not be sufficient time before August 5, 2023 to consummate the Starton Business Combination. The business combination agreement with Starton Therapeutics, Inc. dates from April 27, 2023 and was amended May 15, 2023. Why it matters: Making the extension conditional on either removing the net tangible asset floor or clearing it after redemptions puts the decision in holders' hands: heavy redemption without the amendment simply ends the vehicle and returns trust cash. Starton terminated the agreement on November 3, 2023 and Healthwell later liquidated, so the deal this extension was meant to protect never closed and the redemption right was the value.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.