UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On November 10, 2021, the management and the Audit Committee (the “Audit Committee”) of the Healthwell Acquisition Corp. I (the “Company”), after consultation with Marcum LLP (“Marcum”), concluded that the Company’s audited balance sheet as of August 5, 2021 filed in the Company’s Form 8-K filed on August 12, 2021 contained errors relating to (i) the classification of the $5,000,000 stockholders’ equity as permanent equity, which the Company has determined should be reclassified as temporary equity; and (ii) the accounting for the sale of indirect interests in the founder shares by the Company’s sponsor to certain anchor investors in connection with their indications of interest in the Company’s initial public offering, which the Company has determined should be accounted for as a non-cash offering cost. In light of these errors, it was determined that it is appropriate to amend and restate the Company’s previously issued audited balance sheet as of August 5, 2021 reflecting receipt of the proceeds upon consummation of the Company’s initial public offering and the private placement that was included in the Company’s Current Report on Form 8-K filed on August 12, 2021 (“Non-Reliance Financial Statements”). The reclassification of amounts from permanent equity to temporary equity result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. Further, the additional offering costs recorded in relation to the anchor investors also result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position and investing or financing cash flows. The “Cash held in trust account” is correctly stated at $250,000,000 in the previously filed audited balance sheet of August 5, 2021.
Considering such restatement, the Non-Reliance Financial Statements should no longer be relied upon. The Company will file an amendment to the Form 8-K filed on August 12, 2021 with respect to the audited balance sheet as of August 5, 2021 reflecting (i) the reclassification of the Company’s amount held in the trust account as temporary equity and (ii) the accounting for the sale of indirect interests in the founder shares by the Company’s sponsor to the anchor investors in connection with the Company’s initial public offering as non-cash offering costs as soon as practicable.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
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 | ||||
| By: | /s/ Alyssa J. Rapp | |||
| Name: | Alyssa J. Rapp | |||
| Title: | Chief Executive Officer | |||
Dated: November 15, 2021