ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; |
• | our financial performance; or |
• | the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. |
• | We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective; |
• | Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination; |
• | You are be entitled to protections normally afforded to investors of many other blank check companies; |
• | If the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the closing of our initial public offering, we may be unable to complete our initial business combination; |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share; |
• | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; |
• | If we have not completed our initial business combination by August 5, 2023, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account; |
• | Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company; |
• | We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest; |
• | We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; |
• | We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants; and |
• | We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. |
• | Healthcare Technology. and AI-powered platforms, products and devices, technology provides a significant opportunity to improve care outcomes while driving down the cost of care. Moreover, the proliferation of healthcare data, which is increasingly available in real-time, has the potential to enable providers to move quicker and act more precisely, in turn driving improved outcomes and efficiency at decreased costs. We believe that leading technology companies will continue to transform the healthcare system. |
• | Tech-Enabled Healthcare Services. |
• | Tech-Enabled Wellness. through COVID-19 disrupted some traditional wellness business models, rising consumer focus on physical and mental wellness has in many cases, such as with emotional wellness, accelerated over the past two years. Tech-enabled innovation has been broad, from virtual fitness offerings to scientifically-driven nutritional products and intuitive integration of mental health to traditional healthcare services. Rising provider and government prioritization of social determinants of health, as well as increasing payor focus on preventative care to decrease acute care costs, is expected to drive robust growth in the wellness market going forward. |
• | Has a differentiated product or service offering with a sustainable competitive advantage; |
• | Has a clear value proposition within healthcare to either increase access to care, care quality, care efficiency and/or decrease costs; |
• | Has a track record of above industry average revenue growth with strong customer satisfaction; |
• | Has a strong management team with a track record of value creation that can leverage our management team, Board and advisors and can collaborate with us to unlock the company’s full potential value; |
• | Enjoys a robust financial profile with sustainable gross margins and has the potential to generate consistent, steady and recurring free cash flow; |
• | Has an ability to generate attractive returns on capital; |
• | Sits within a growing industry subsector with strong secular tailwinds and competitive viability and is resilient to economic cycles; |
• | Has an actionable organic and M&A growth runway and that can utilize M&A to grow and bolster the financial profile of the acquired business; |
• | Has a scalable platform and infrastructure to reap the benefits of public listing, including access to capital for growth opportunities and the ability to attract additional key employees; and |
• | Can leverage the network, proprietary growth and value creation opportunities and expertise of our team to accelerate the company’s growth. |
• | If we are unable to complete our initial business combination by August 5, 2023 we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law; |
• | Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the inception of this company or (y) amend the foregoing provisions; |
• | Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view; |
• | If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on the Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above; |
• | So long as we obtain and maintain a listing for our securities on the Nasdaq, the Nasdaq rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination; |
• | If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by August 5, 2023 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class |
A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein; and |
• | We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our shares of Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our shares of Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities; |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of shares of Class A common stock on a greater than one-to-one |
• | may subordinate the rights of holders of common stock if preferred shares are issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, common stock and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
i. | we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock; |
ii. | the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and |
iii. | the Market Value is below $9.20 per share, |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars, including the war between Russia and the Ukraine; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
Name |
Age |
Position | ||
Alyssa Rapp | 43 | Chief Executive Officer and Director | ||
Tracy Wan | 62 | President, Chief Financial Officer and Director | ||
Curtis Feeny | 64 | Co-Chair | ||
George Hornig | 67 | Co-Chair | ||
Matt Wandoloski | 68 | Director | ||
Christie Hefner | 69 | Director | ||
John McCarthy | 62 | Director | ||
Ellen Levy | 52 | Director | ||
Carl Allegretti | 60 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our directors, officers and director nominees that beneficially owns common stock; and |
• | all our directors, officers and director nominees as a group. |
Class A Common Stock |
Class B Common Stock |
|||||||||||||||
Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
% of Class |
Number of Shares Beneficially Owned (2) |
% of Class |
||||||||||||
Healthwell Acquisition Corp. I Sponsor LLC (our Sponsor) (3) |
0 | * | 6,250,000 | 100 | % | |||||||||||
Alyssa Rapp (3) (4) |
0 | * | 6,250,000 | 100 | % | |||||||||||
John MacCarthy (3) (4) |
0 | * | 6,250,000 | 100 | % | |||||||||||
Tracy Wan (4) |
0 | * | 0 | * | ||||||||||||
George Hornig (4) |
0 | * | 0 | * | ||||||||||||
Curtis Feeny (4) |
0 | * | 0 | * | ||||||||||||
Carl Allegretti (4) |
0 | * | 0 | * | ||||||||||||
Christie Hefner (4) |
0 | * | 0 | * | ||||||||||||
Ellen Levy (4) |
0 | * | 0 | * | ||||||||||||
Matt Wandoloski (4) |
0 | * | 0 | * | ||||||||||||
All directors and officers as a group (9 persons) (3) (4) |
0 | * | 6,250,000 | 100 | % | |||||||||||
Castle Creek Arbitrage, LLC (4) (5) |
2,400,000 | 9.6 | % | 0 | * | |||||||||||
Magnetar Financial LLC (4)(6) |
2,400,000 | 9.6 | % | 0 | * |
Entities affiliated with Atalaya Capital Management LP and Corbin Capital Partners Group, LLC (4) (7) |
2,400,000 |
9.6 |
% |
0 |
* |
|||||||||||
Shaolin Capital Management LLC (4) (8) |
2,201,235 |
8.8 |
% |
0 |
* |
|||||||||||
Radcliffe Capital Management, L.P . (4)(9) |
1,830,762 |
7.3 |
% |
0 |
* |
|||||||||||
PEAK6 Capital Management LLC (4)(10) |
1,582,080 |
6.3 |
% |
0 |
* |
|||||||||||
Apollo SPAC Fund I, L.P. (4)(11) |
1,440,000 |
5.8 |
% |
0 |
* |
* | Less than 1% |
(1) | Unless otherwise noted, the business address of each of the following is 1001 Green Bay Rd, #227., Winnetka, IL 60093. |
(2) | Interests shown consist of founder shares, classified as Class B common stock. Such common stock will convert into shares of Class A common stock on a one-for-one |
(3) | Healthwell Acquisition Corp. I Sponsor LLC, our sponsor, is the record holder of the Class B common stock reported herein. The sponsor is managed by Alyssa J. Rapp and John L. MacCarthy as Managers, in each case acting by unanimous consent. Each of Ms. Rapp and Mr. MacCarthy may be deemed to beneficially own the shares of Class B common stock held by the sponsor. Each of Ms. Rapp and Mr. MacCarthy disclaims beneficial ownership of the reported shares of Class B common stock except to the extent of their respective pecuniary interests therein. |
(4) | Excludes interests held in Healthwell Acquisition Corp I Sponsor LLC representing indirect interests in Class B common stock over which such persons do not have voting or dispositive power. Our directors and officers hold interests in our sponsor representing in aggregate an economic interest in 2,046,515 shares of Class B common stock. Other than Ms. Rapp and Mr. MacCarthy, none of our officers or directors shares beneficial ownership over the securities held by our sponsor. |
(5) | According to a Schedule 13G filed with the SEC on February 11, 2022, Castle Creek Arbitrage, LLC serves as a registered investment adviser whose clients are CC Arb West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. Mr. Weine is the managing member of Castle Creek. By virtue of these relationships, each of Castle Creek and Mr. Weine may be deemed to beneficially own the shares of Class A common stock directly owned by CC ARB West, LLC, Castle Creek SPAC Fund, LLC, and CC Arbitrage, Ltd. |
(6) | According to a Schedule 13G filed with the SEC on January 14, 2022, Magnetar Constellation Fund II, Ltd (“Constellation Fund II”), Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Magnetar Capital Master Fund Ltd (“Master Fund”) , Magnetar Discovery Master Fund Ltd (“Discovery Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), Magnetar SC Fund Ltd (“SC Fund”), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP (“Structured Credit Fund”), a Delaware limited partnership; Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund—T LLC (“Purpose Fund—T”), Delaware limited liability companies; collectively (the “Magnetar Funds”) beneficially own 1,400,000 shares of Class A common Stock. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz. |
(7) | According to a Schedule 13G/A filed with the SEC on December 14, 2021, a group, which include entities affiliated with Atalaya Capital Management L.P. and Corbin Capital Partners GP LLC, owns 2,400,000 shares of Class A common stock. Atalaya Capital Management L.P. may be deemed the beneficial owner of 1,477,680 shares of Class A common stock, which amount includes (i) the 535,368 shares of Class A common stock beneficially owned by Atalaya Special Purpose Investment Fund II LP, and (ii) the 942,312 shares of Class A common stock beneficially owned by ACM Alameda Special Purpose Investment Fund II LP. Each of Corbin Capital Partners Group, LLC and Corbin Capital Partners GP, LLC may be deemed the beneficial owner of 922,320 shares of Class A common stock, which amount includes (i) the 599,508 shares of Class A common stock beneficially owned by Corbin ERISA Opportunity Fund, Ltd. and (ii) the 322,812 shares of Class A common stock beneficially owned by Corbin Opportunity Fund. |
(8) | According to a Schedule 13G filed with the SEC on February 11, 2022, Shaolin Capital Management LLC owns 2,201,235 shares of Class A common stock. |
(9) | According to a Schedule 13G/A filed with the SEC on February 14, 2022, 1,830,762 shares of Class A common stock are deemed beneficially owned by Radcliffe Capital Management, L.P., 1,830,762 shares of Class A common stock are deemed beneficially owned by RGC Management Company, LLC, 1,830,762 shares of Class A common stock are deemed beneficially owned by Steven B. Katznelson, 1,830,762 shares of Class A common stock are deemed beneficially owned by Christopher Hinkel, 1,830,762 shares of Class A common stock are deemed beneficially owned by Radcliffe SPAC Master Fund, L.P., and 1,830,762 shares of Class A common stock are deemed beneficially owned by Radcliffe SPAC GP, LLC. |
(10) | According to a Schedule 13G filed with the SEC on February 11, 2022, 1,582,080 shares of Class A common stock are beneficially owned by PEAK6 Capital Management LLC, 1,582,080 shares of Class A common stock are beneficially owned by PEAK6 Group LLC, 1,582,080 shares of Class A common stock are beneficially owned by PEAK6 Investments LLC, 1,582,080 shares of Class A common stock are beneficially owned by PEAK6 LLC, 1,582,080 shares of Class A common stock are beneficially owned by Matthew Hulsizer and 1,582,080 shares of Class A common stock are beneficially owned by Jennifer Just. |
(11) | According to a Schedule 13G filed with the SEC on August 16, 2021, the shares of Class A common stock are beneficially owned by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”); (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”); (vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”); (ix) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”); (xi) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (xii) Apollo SPAC Management I, L.P. (“SPAC Management I”); (xiii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”) (xiv) Apollo Capital Management, L.P. (“Capital Management”); (xv) Apollo Capital Management GP, LLC (“Capital Management GP”); (xvi) Apollo Management Holdings, L.P. (“Management Holdings”); (xvii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). |
a. | The following documents are filed as part of this Amendment: |
b. | Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Report on Form 10-K. |
* | Filed herewith |
** | Furnished herewith |
Healthwell Acquisition Corp. I | ||||||
Date: March 28, 2022 | By: | /s/ Alyssa Rapp | ||||
Name: Alyssa Rapp | ||||||
Title: Chief Executive Officer and Director |
Signature |
Title |
Date | ||
/s/ Alyssa Rapp |
Chief Executive Officer and Director | March 28, 2022 | ||
Alyssa Rapp | (Principal Executive Officer) | |||
/s/ Tracy Wan |
President, Chief Financial Officer and Director | March 28, 2022 | ||
Tracy Wan | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Curtis Feeny |
Co-Chair |
March 28, 2022 | ||
Curtis Feeny | ||||
/s/ George Hornig |
Co-Chair |
March 28, 2022 | ||
George Hornig | ||||
/s/ Matt Wandoloski |
Director | March 28, 2022 | ||
Matt Wandoloski | ||||
/s/ Christie Hefner |
Director | March 28, 2022 | ||
Christie Hefner | ||||
/s/ John MacCarthy |
Director | March 28, 2022 | ||
John MacCarthy | ||||
/s/ Ellen Levy |
Director | March 28, 2022 | ||
Ellen Levy | ||||
/s/ Carl Allegretti |
Director | March 28, 2022 | ||
Carl Allegretti |
F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
||||
F-7 |
Assets: |
||||
Current assets: |
||||
Cash |
$ | |||
Prepaid expenses |
||||
Total current assets |
||||
Prepaid expenses - noncurrent |
||||
Investments held in trust account |
||||
Total Assets |
$ |
|||
Liabilities and Stockholders’ Deficit: |
||||
Current liabilities: |
||||
Accounts payable |
||||
Accrued expenses |
||||
Franchise tax payable |
||||
Total current liabilities |
||||
Warrant liabilities |
||||
Derivative liability - forward purchase agreement |
||||
Deferred underwriting fee payable |
||||
Total Liabilities |
||||
Commitments and Contingencies (Note 6) |
||||
Class A common stock, subject to possible redemption, $ |
||||
Stockholders’ Deficit: |
||||
Preferred stock, $ |
||||
Class A common stock, $ |
||||
Class B common stock, $ |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
Total stockholders’ deficit |
( |
) | ||
Total Liabilities and Stockholders’ Deficit |
$ |
|||
Operating and formation costs |
$ | |||
Franchise tax expense |
||||
Loss from operations |
( |
) | ||
Unrealized gain on investments held in Trust Account |
||||
Realized gain on investments held in Trust Account |
||||
Change in fair value of derivative liability - forward purchase agreement |
( |
) | ||
Expensed offering costs |
( |
) | ||
Change in fair value of warrant liabilities |
||||
Net income |
$ |
|||
Basic and diluted weighted average shares outstanding, Class A common stock |
||||
Basic and diluted net income per share, Class A common stock |
$ | |||
Basic and diluted weighted average shares outstanding, Class B common stock |
||||
Basic and diluted net income per share, Class B common stock |
$ | |||
Common Stock |
||||||||||||||||||||||||||||
Class A |
Class B |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance at February 2, 2021 (inception) |
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Issuance of Class B common stock to Sponsor |
— | — | — |
|||||||||||||||||||||||||
Excess of cash received over fair value of Private Placement Warrants |
— |
— |
— |
— |
||||||||||||||||||||||||
Record fair value of initial derivative asset - forward purchase agreement |
— |
— |
— |
— |
||||||||||||||||||||||||
Fair value of Founders Shares transferred to Anchor Investors |
— |
— |
— |
— |
||||||||||||||||||||||||
Forfeiture of Class B common stock |
— |
— |
( |
) | ( |
) | ||||||||||||||||||||||
Accretion of Class A common stock subject to redemption to redemption amount |
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance at December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Cash Flows from Operating Activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Expensed offering costs |
||||
Unrealized gain on investments held in Trust Account |
( |
) | ||
Realized gain on investments held in Trust Account |
( |
) | ||
Change in fair value of derivative liability - forward purchase agreement |
||||
Change in fair value of warrant liabilities |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable |
||||
Accrued expenses |
||||
Franchise tax payable |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class B common stock to Sponsor |
||||
Proceeds from issuance of promissory note to related party |
||||
Repayment of promissory note |
( |
) | ||
Proceeds from initial public offering, net of underwriter’s discount paid |
||||
Proceeds from sale of private placement warrants |
||||
Offering costs paid |
( |
) | ||
Net cash provided by financing activities |
||||
Net change in cash |
||||
Cash - beginning of period |
||||
Cash - end of period |
$ |
|||
Supplemental disclosure of noncash investing and financing activities: |
||||
Deferred underwriting fee payable |
$ | |||
Initial classification of derivative asset - forward purchase agreement |
$ | |||
Accretion of Class A common stock subject to possible redemption to redemption value |
$ | |||
Fair value of Founders Shares transferred to Anchor Investors |
$ | |||
Forfeiture of Class B common stock |
$ | |||
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Issuance costs allocated to Class A common stock |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A common stock subject to possible redemption |
$ |
|||
For the Period from February 2, 2021 (inception) Through December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net income per share: |
||||||||
Numerator: |
||||||||
Net income |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
||||||||
Basic and diluted net income per share |
$ | $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the reported last reported sale price of the Class A common stock for any |
• | in whole and not in part; |
• | at a price of $ |
• | if the closing price of the Class A common stock for any |
Deferred tax assets: |
||||
Start-up costs |
$ | |||
Net operating loss carryforwards |
||||
Total deferred tax assets |
||||
Valuation allowance |
( |
) | ||
Deferred tax liabilities: |
||||
Unrealized gain on investments |
( |
) | ||
Total deferred tax liabilities |
( |
) | ||
Deferred tax assets, net of allowance |
$ | |||
Federal |
||||
Current |
$ | |||
Deferred |
( |
) | ||
State |
||||
Current |
$ | |||
Deferred |
||||
Change in valuation allowance |
||||
Income tax provision |
$ | |||
Statutory federal income tax rate |
% | |||
State taxes, net of federal tax benefit |
% | |||
Change in fair value of derivative warrant liabilities |
( |
)% | ||
Change in fair value of derivative liability - forward purchase agreement |
% | |||
Non-deductible transaction costs |
% | |||
Change in valuation allowance |
% | |||
|
|
|||
Income tax provision |
% | |||
|
|
Description |
Amount at Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
December 31, 2021 |
||||||||||||||||
Assets |
||||||||||||||||
Investments held in Trust Account: |
||||||||||||||||
Money Market investments |
$ | $ | $ | $ | ||||||||||||
Liabilities |
||||||||||||||||
Warrant liability – Public Warrants |
$ | $ | $ | $ | ||||||||||||
Warrant liability – Private Placement Warrants |
$ | $ | $ | $ | ||||||||||||
Derivative liability - forward purchase agreement |
$ | $ | $ | $ |
At August 5, 2021 (Initial Measurement) |
||||
Stock price |
$ | |||
Strike price |
$ | |||
Risk-free rate |
% | |||
Dividend yield |
% | |||
Volatility |
% | |||
Fair value of warrants |
$ |
At August 5, 2021 (Initial Measurement) |
As of December 31, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Dividend yield |
% | % | ||||||
Remaining term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate (1) |
% | % | ||||||
Fair value of warrants |
$ | $ |
1 |
The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination / expiration of the Private Placement Warrants (see Note 7). |
At August 5, 2021 (Initial Measurement) |
As of December 31, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Strike price |
$ | $ | ||||||
Dividend yield |
% | % | ||||||
Remaining term (in years) |
||||||||
Volatility |
% | % | ||||||
Risk-free rate (1) |
% | % | ||||||
Fair value of derivative (asset) liability - forward purchase agreement |
$ | ( |
) | $ |
1 |
The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination / expiration of the Private Placement Warrants (see Note 7). |
Fair value as of February 2, 2021 (inception) |
$ | — | ||
Initial measurement at August 5, 2021 |
||||
Transfer of Public Warrants to Level 1 measurement |
( |
) | ||
Change in fair value |
( |
) | ||
Fair value as of December 31, 2021 |