UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor Section 15(d) of the Securities Exchange Act of 1934

~~OF THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): October 17, 2023

Date of Report (Date of earliest event reported): September 29, 2023

Healthwell Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware	001-40697	86-1911840
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1001 Green Bay Rd, #227

1001 Green Bay Rd, #227

Winnetka, IL

60093

(Address of principal executive offices)

(Zip Code)

Winnetka, IL 60093

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (847) 230-9162

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	HWELU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	HWEL	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock for $11.50 per share	HWELW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

AsOn ~~previously~~October ~~disclosed~~17, by2023, Healthwell Acquisition Corp. I, ~~a Delaware corporation~~ (the “~~Healthwell~~Company”), inor ~~a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the~~ “~~SEC~~Healthwell”) onissued ~~May 3, 2023, Healthwell entered into~~ a ~~business combination~~press ~~agreement~~release ~~on April 27, 2023~~ (~~as amended on May 15, 2023, August 10, 2023 and September 17, 2023,~~ the “~~Business Combination~~Press ~~Agreement~~Release”) ~~with~~announcing ~~Starton~~the ~~Therapeutics,~~new ~~Inc.,~~meeting adate ~~British Columbia corporation (“Starton”), HWEL Holdings Corp., a Delaware corporation and wholly-owned subsidiary~~ of ~~Healthwell~~the ~~(“Pubco”),~~special ~~HWEL~~meeting ~~Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary~~ of ~~Pubco~~its ~~(“Purchaser~~stockholders ~~Merger~~to ~~Sub”),~~be ~~1412384~~10:00 ~~B.C. Unlimited Liability Company,~~ a ~~British Columbia unlimited liability company and wholly-owned subsidiary of Pubco (“CallCo”), 1412388 B~~.Cm. ~~Ltd,~~ET aon ~~British~~October ~~Columbia corporation and wholly-owned subsidiary of CallCo (“ExchangeCo”)~~25, ~~Healthwell~~2023 ~~Acquisition Corp. I Sponsor LLC, a Delaware limited liability company, as~~for the ~~representative~~consideration ~~from and after the Effective Time (as defined in the Business Combination Agreement)~~ of ~~the~~all ~~stockholders~~proposals ofincluded ~~Pubco (other than the Starton Shareholders (as defined below) and their successors and assignees) (the “Purchaser Representative”), and Kiriakos Charlie Perperidis,~~ in ~~the~~its ~~capacity~~definitive asproxy ~~the~~statement/prospectus ~~representative~~filed ~~of the shareholders of Starton (the “Starton Shareholders”) from and after the Effective Time (the “Seller Representative” and collectively~~ with ~~Healthwell, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo and~~ the ~~Purchaser~~Securities ~~Representative,~~Exchange ~~the “Parties”) (all of the transactions contemplated by~~Commission ~~the~~on ~~Business~~October ~~Combination Agreement~~2, ~~including the issuances of securities thereunder, the “Transaction”)~~2023. ~~Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.~~

~~Furnished~~A ascopy ~~Exhibit~~of ~~99.1~~the ~~hereto~~Press isRelease anissued ~~investor~~by ~~presentation,~~the ~~dated~~Company ~~September~~is ~~2023,~~attached ~~that~~as ~~will~~Exhibit be99.1 ~~used~~and byis ~~the~~incorporated ~~parties regarding the transaction contemplated~~ by ~~the~~reference ~~Business~~into ~~Combination~~this ~~Agreement~~Item 8.01.

~~Exhibit 99.1~~Additional ~~is intended to be furnished~~ Information and ~~shall~~Where ~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~Find liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.It

~~Additional~~In ~~Information~~connection with the transactions contemplated by the business combination agreement, dated April 27, 2023 (as amended on May 15, 2023, August 10, 2023 and ~~Where~~September 17, 2023, and as may be further amended or supplemented from time to ~~Find~~time, Itthe “Business Combination Agreement,” and all of the transactions contemplated thereunder, the “Transaction”), by and among Starton Therapeutics, Inc. (“Starton”), Healthwell, HWEL Holdings Corp., a Delaware corporation and wholly-owned subsidiary of Healthwell (“Pubco”), and other parties thereto, Pubco filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2023 (as may be amended or supplemented from time to time, the “Registration Statement”), which includes a proxy statement and a prospectus in connection with the Transaction. The Registration Statement was declared effective on September 29, 2023, and the final prospectus (the “Prospectus”) was filed by Pubco on October 2, 2023. STOCKHOLDERS OF HEALTHWELL ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AND ANY AMENDMENTS THERETO, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE TRANSACTION. When available, the definitive proxy statement and other relevant documents will be mailed to the stockholders of Healthwell as of September 14, 2023, the record date established for voting on the Transaction. Stockholders and other interested persons will also be able to obtain copies of the definitive proxy statement, the Prospectus and other documents filed the SEC that will be incorporated by reference therein, without charge, at the SEC’s website at www.sec.gov. Healthwell’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Healthwell Acquisition Corp. I, 1001 Green Bay Rd, #227 Winnetka, IL 60093; e-mail: healthwell.management@healthwellspac.com.

In connection with the Transaction, Pubco filed a registration statement on Form S-4 with the SEC on May 15, 2023 (as amended and as may be further amended or supplemented from time to time, the “Registration Statement”), which includes a preliminary proxy statement and a prospectus in connection with the Transaction. STOCKHOLDERS OF HEALTHWELL ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THIS REPORT DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE TRANSACTION AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE TRANSACTION. When available, the definitive proxy statement and other relevant documents will be mailed to the stockholders of Healthwell as of September 14, 2023, the record date to be established for voting on the Transaction (the “Record Date”) at a special meeting of Healthwell stockholders, which will be held on October 17, 2023. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement, the Registration Statement and other documents filed the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.1

Healthwell’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Healthwell Acquisition Corp. I, 1001 Green Bay Rd, #227 Winnetka, IL 60093; eForward-~~mail: healthwell.management@healthwellspac.com.~~Looking Statements

1This communication contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Starton and the Transaction and the future held by the respective management teams of Healthwell or Starton, the anticipated benefits and the anticipated timing of the Transaction, the future financial condition and performance of Starton and expected financial impacts of the Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction, financing transactions, if any, related to the Transaction, the level of redemptions of Healthwell’s public stockholders and the products and markets and expected future performance and market opportunities of Starton. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Healthwell’s securities; (ii) the risk that the Transaction may not be completed by Healthwell’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Healthwell; (iii) the failure to satisfy the conditions to the consummation of the Transaction, including, among others, the condition that Healthwell has net cash or cash equivalents of at least $10 million and the requirement that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of each of Healthwell and Starton; (iv) the failure to obtain any applicable regulatory approvals required to consummate the Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Transaction on Starton’s business relationships, operating results, and business generally; (vii) risks that the Transaction disrupts current plans and operations of Starton; (viii) the risk that Pubco may not be able to raise funds in a financing or may not be able to raise as much financing as anticipated; (ix) the outcome of any legal proceedings that may be instituted against Starton or Healthwell related to the Business Combination Agreement or the Transaction; (x) the ability to maintain the listing of Healthwell’s securities on a national securities exchange or failure of Pubco to meet initial listing standards in connection with the consummation of the Transaction; (xi) uncertainty regarding outcomes of Starton’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidates; (xii) risks associated with Starton’s efforts to commercialize a product candidate; (xiii) Starton’s ability to negotiate and enter into definitive agreements for supply, sales, marketing, and/or distribution on favorable terms, if at all; (xiv) the impact of competing product candidates on Starton’s business; (xv) intellectual property-related claims; (xvi) Starton’s ability to attract and retain qualified personnel; and (xvii) Starton’s ability to continue to source the raw materials for its product candidates.

The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in the “Risk Factors” section of Healthwell’s initial public offering (the “IPO”) prospectus filed with the SEC on August 4, 2021, Healthwell’s Annual Report on Form 10-K filed for the year ended December 31, 2022 filed with the SEC on March 3, 2023 and subsequent periodic reports filed by Healthwell with the SEC, the Registration Statement and other documents filed or to be filed by Healthwell and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-~~Looking~~looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking ~~Statements~~statements, and neither Starton, Healthwell nor Pubco assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. None of Starton, Healthwell or Pubco gives any assurance that either Starton or Healthwell, or Pubco, will achieve its expectations.

~~This communication~~Prior contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Starton and the Transaction and the future held by the respective management teams of Healthwell or Starton, the anticipated benefits and the anticipated timing of the Transaction, the future financial condition and performance of Starton and expected financial impacts of the Transaction (including future revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Transaction, financing transactions, if any, related to the Transaction, the level of redemptions of Healthwell’s public stockholders and the products and markets and expected future performance and market opportunities of Starton. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Healthwell’s securities; (ii) the risk that the Transaction may not be completed by Healthwell’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Healthwell; (iii) the failure to satisfy the conditions to the consummation of the Transaction, including, among others, the condition that Healthwell has net cash or cash equivalents of at least $10 million and the requirement that the Business Combination Agreement and the transactions contemplated thereby be approved by the stockholders of each of Healthwell and Starton; (iv) the failure to obtain any applicable regulatory approvals required to consummate the Transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Transaction on Starton’s business relationships, operating results, and business generally; (vii) risks that the Transaction disrupts current plans and operations of Starton; (viii) the risk that Pubco may not be able to raise funds in a financing or may not be able to raise as much financing as anticipated; (ix) the outcome of any legal proceedings that may be instituted against Starton or Healthwell related to the Business Combination Agreement or the Transaction; (x) the ability to maintain the listing of Healthwell’s securities on a national securities exchange or failure of Pubco to meet initial listing standards in connection with the consummation of the Transaction; (xi) uncertainty regarding outcomes of Starton’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidates; (xii) risks associated with Starton’s efforts to commercialize a product candidate; (xiii) Starton’s ability to negotiate and enter into definitive agreements for supply, sales, marketing, and/or distribution on favorable terms, if at all; (xiv) the impact of competing product candidates on Starton’s business; (xv) intellectual property-related claims; (xvi) Starton’s ability to attract and retain qualified personnel; and (xvii) Starton’s ability to continue to source the raw materials for its product candidates.Disclosures

~~The~~Starton ~~foregoing list of factors~~ is ~~not~~aware ~~exhaustive.~~that ~~Recipients~~its ~~should~~CEO ~~carefully~~appeared ~~consider~~on ~~such factors and~~ the ~~other~~television ~~risks~~program ~~and uncertainties described and to be described in the~~ “~~Risk~~Unicorn ~~Factors~~Hunters” ~~section~~on ofJune ~~Healthwell’s~~7, ~~initial~~2021. ~~public~~During ~~offering~~that (appearance, the ~~“IPO”)~~CEO ~~prospectus~~made ~~filed~~a ~~with~~number ~~the~~of ~~SEC~~representations onas ~~August~~to ~~4, 2021, Healthwell~~Starton’s ~~Annual~~approach ~~Report~~to onreformulating ~~Form~~drug ~~10-K~~products ~~filed~~to ~~for~~improve ~~the year ended December 31~~efficacy, ~~2022~~ ~~filed~~tolerability ~~with the SEC on March 3, 2023~~ and ~~subsequent~~patients’ quality ~~periodic~~of ~~reports~~life. ~~filed~~As bypart ~~Healthwell~~of ~~with~~these ~~the SEC~~representations, the ~~Registration~~CEO ~~Statement and~~raised ~~other~~the ~~documents~~specific ~~filed~~example orof toStarton’s beinvestigational ~~filed~~reformulation of byRevlimid™. ~~Healthwell~~While ~~and~~Starton ~~Pubco~~believes ~~from~~in ~~time to time with~~ the ~~SEC.~~value ~~These~~of ~~filings~~its ~~identify~~product, ~~and~~it ~~address~~understands ~~other important risks and uncertainties~~ that ~~could~~any ~~cause~~clinical ~~actual~~superiority ~~events~~claims ~~and~~cannot ~~results~~be made toabsent ~~differ~~specific ~~materially~~findings from ~~those~~rigorous ~~contained~~clinical instudies ~~the~~which ~~forward-looking statements.~~Starton ~~Forward-looking~~has ~~statements~~not ~~speak~~undertaken. ~~only~~The asCEO’s ofcomments on the ~~date~~television program ~~they~~were ~~are made. Recipients are cautioned~~ not intended to ~~put~~suggest ~~undue~~Starton ~~reliance~~has ~~on forward-looking~~conducted ~~statements,~~such ~~and~~studies; ~~neither~~ Starton, ~~Healthwell~~does ~~nor~~not ~~Pubco~~have ~~assume~~data ~~any obligation~~ to, ~~nor~~support ~~intend~~these ~~to,~~specific ~~update or revise these~~representations ~~forward-looking~~and ~~statements,~~disclaims ~~whether~~any asrepresentations ~~a result of new information, future events,~~ or ~~otherwise,~~purported ~~except~~representations ~~as required~~ by ~~law.~~its ~~None~~CEO ofwhich ~~Starton, Healthwell or Pubco gives any assurance that~~ either ~~Starton~~stated or ~~Healthwell,~~implied orthe ~~Pubco, will achieve its expectations~~contrary.

~~Prior Disclosures~~2

~~Starton is~~Trademarks aware that its CEO appeared on the television program “Unicorn Hunters” on June 7, 2021. During that appearance, the CEO made a number of representations as to Starton’s approach to reformulating drug products to improve efficacy, tolerability and patients’ quality of life. As part of these representations, the CEO raised the specific example of Starton’s investigational reformulation of Revlimid™. While Starton believes in the value of its product, it understands that any clinical superiority claims cannot be made absent specific findings from rigorous clinical studies which Starton has not undertaken. The CEO’s comments on the television program were not intended to suggest Starton has conducted such studies; Starton does not have data to support these specific representations and disclaims any representations or purported representations by its CEO which either stated or implied the contrary.Tradenames

2This communication includes trademarks of Starton, which are protected under applicable intellectual property laws and are the property of Starton or its subsidiaries. This communication also includes other trademarks, trade names and service marks that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

~~Trademarks~~Participants in ~~and~~the ~~Tradenames~~Solicitation

~~This~~Healthwell, ~~communication~~Starton, ~~includes~~Pubco ~~trademarks~~and oftheir ~~Starton,~~respective ~~which~~directors ~~are~~and ~~protected~~executive ~~under~~officers ~~applicable~~may ~~intellectual~~be ~~property~~deemed ~~laws~~participants ~~and~~in ~~are~~ the ~~property~~solicitation of proxies of Healthwell’s ~~Starton~~stockholders orin ~~its~~connection ~~subsidiaries.~~with ~~This~~the ~~communication~~Transaction. ~~also~~Healthwell’s ~~includes~~stockholders and other ~~trademarks,~~interested ~~trade~~persons may obtain more detailed information regarding the names, affiliations, and ~~service~~interests ~~marks~~of ~~that~~certain ~~are~~of Healthwell executive officers and directors in the ~~property~~solicitation by ofreading Healthwell’s final prospectus filed with the SEC on August 4, 2021 in connection with the IPO, Healthwell’s Annual ~~their~~Report ~~respective~~on ~~owners.~~Form We10-K dofor ~~not~~the ~~intend~~year ~~our~~ended ~~use~~December or31, ~~display~~2022 offiled ~~other~~with ~~companies~~the SEC on March 3, 2023 and Healthwell’s ~~trade~~other filings with the SEC. A list of the names, ~~trademarks~~of orsuch ~~service~~directors ~~marks~~and toexecutive ~~imply~~officers and information regarding their interests in the Transaction, which amay, ~~relationship~~in ~~with~~some cases, orbe ~~endorsement~~different orfrom ~~sponsorship~~those of usstockholders bygenerally, ~~any~~are ~~other~~set ~~companies~~forth in the Registration Statement. These documents can be obtained free of charge from the source indicated above.

~~Participants in~~No ~~the~~Offer or Solicitation

~~Healthwell,~~This ~~Starton,~~communication ~~Pubco~~shall ~~and~~not ~~their~~constitute ~~respective~~a ~~directors~~solicitation ~~and~~of ~~executive~~a ~~officers~~proxy, ~~may~~consent beor ~~deemed~~authorization ~~participants~~with inrespect ~~the~~to ~~solicitation~~any ofsecurities ~~proxies~~or ~~of Healthwell’s stockholders~~ in ~~connection~~respect ~~with~~ of the Transaction. ~~Healthwell’s~~This ~~stockholders~~communication ~~and~~shall ~~other~~not ~~interested~~constitute ~~persons~~an ~~may~~offer ~~obtain~~to ~~more~~sell ~~detailed information~~or ~~regarding~~ the ~~names,~~solicitation ~~affiliations, and interests~~ of ~~certain~~an ofoffer ~~Healthwell~~to ~~executive~~buy ~~officers~~any ~~and~~securities, ~~directors~~nor ~~in the solicitation~~shall bythere ~~reading~~be ~~Healthwell’s~~any ~~final~~sale ~~prospectus~~of ~~filed~~securities ~~with~~in ~~the~~any ~~SEC~~states onor ~~August~~jurisdictions ~~4, 2021~~ in ~~connection~~which ~~with~~such ~~the IPO~~offer, ~~Healthwell’s~~solicitation ~~Annual Report~~or onsale ~~Form~~would ~~10-K~~be ~~for~~unlawful ~~the~~prior ~~year~~to ~~ended~~registration or ~~December~~qualification ~~31,~~under ~~2022 filed with~~ the ~~SEC~~securities onlaws ~~March~~of 3,such ~~2023~~state ~~and~~or ~~Healthwell’s other filings with the SEC~~jurisdiction. ANo ~~list~~offering of ~~the~~securities ~~names~~shall ofbe ~~such~~made ~~directors~~except ~~and~~by ~~executive~~means ~~officers~~of ~~and~~a prospectus ~~information~~meeting ~~regarding their interests in~~ the ~~Transaction,~~requirements ~~which may,~~of inSection ~~some~~10 ~~cases,~~of bethe ~~different~~Securities ~~from~~Act ~~those~~ of ~~stockholders generally~~1933, ~~are~~as ~~set~~amended, ~~forth~~or inan ~~the~~exemption ~~Registration Statement~~therefrom. ~~These documents can be obtained free of charge from the source indicated above.~~

~~No Offer~~Item or9.01 ~~Solicitation~~Financial Statements and Exhibits.

~~This communication~~(d) shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description

99.1		Press Release, dated October 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~3

Exhibit No.		Description
99.1		Investor Presentation, dated September 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

3Pursuant 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.

~~SIGNATURE~~Dated: October 17, 2023

~~Pursuant to~~Healthwell ~~the~~Acquisition ~~requirements~~Corp. ofI ~~the~~By: ~~Securities~~/s/ ~~Exchange~~Alyssa ~~Act~~Rapp ofName: ~~1934,~~Alyssa ~~the~~Rapp ~~registrant~~Title: ~~has~~Chief ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Dated: September 29, 2023	Healthwell Acquisition Corp. I
	By:	/s/ Alyssa Rapp
		Name:	Alyssa Rapp
		Title:	Chief Executive Officer

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