HWEL Healthwell Acquisition Corporation I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2021

1001 Green Bay Rd. #227

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 of the registrant under any of the following provisions:

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. ☐

EXPLANATORY NOTE

Healthwell Acquisition Corp. I (the “Company,” “Healthwell”, “we,” “us” or “our”) is filing this Amendment No. 1 to its Current Report on Form 8-K/A as of August 5, 2021 to amend and restate the audited balance sheet as of August 5, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement originally filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “Original Report”).

Background of Restatement

On November 10, 2021, the Company’s management and the Audit Committee, after consultation with Marcum LLP, 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 improper reporting of common stock subject to possible redemption within permanent 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. 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 financial information that has been previously filed or otherwise reported in the Original Report is superseded by the information in this Form 8-K/A, and the Company’s audited balance sheet as of August 5,2021 contained in the Original Report should no longer be relied upon. On November 10, 2021, the Company filed a report on Form 8-K disclosing the non-reliance on the financial statements included in the Original Report.

Internal Control Considerations

The Company’s management concluded that in light of the errors described above, a material weakness exists in the Company’s internal controls over financial reporting related to its accounting for complex financial instruments and that the Company’s disclosure controls and procedures were not effective. The Company’s management plans to enhance the system of evaluating and implementing the accounting standards that apply to the Company’s financial statements, including enhanced training of the Company’s personnel and increased communication among our personnel and third-party professionals with whom we consult regarding the application of complex accounting transactions.