Starton Therapeutics, Inc. entered into a definitive business combination agreement to acquire Healthwell Acquisition Corp. I from Healthwell Acquisition Corp. I Sponsor LLC and others for approximately $510 million in a reverse merger transaction.
The Transaction is subject to shareholder approval of both Starton and HWEL, as well as other customary conditions, including receipt of the approval of the British Columbia Court, certain regulatory approvals, expiration of the applicable waiting period under any antitrust laws, Healthwell having net tangible assets of at least $5,000,001, Healthwell having cash and cash equivalents of at least $15.0 million, the Registration Statement of which the proxy statement/prospectus forms a part having been declared effective by the SEC, the shares of Pubco Common Stock and the Pubco Warrants having been have been approved for listing on Nasdaq, Starton shall have received from Pubco the Company Registration Rights Agreement, duly executed by Pubco, a copy of each Non-Competition Agreement, duly executed by Pubco and a copy of each Lock-Up Agreement, duly executed by Pubco. The Business Combination Agreement was approved by the board of directors of each of Starton and HWEL. The deal is expected to close in the second half of 2023. The transaction is expected to bring gross cash proceeds of $50 million, including $35 million in cash expected to be held in trust (assuming 86% redemptions), and $15 million in an anticipated private investment in public equity (PIPE) capital raise.
SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, is serving as exclusive financial advisor and Stephen M. Cohen and Lauren W. Taylor of Fox Rothschild and Dentons Canada LLP are acting as legal counsel to Starton. Jefferies LLC is serving as capital markets advisor to Healthwell and is being represented by Kirkland & Ellis LLP. Stuart Neuhauser of Ellenoff Grossman & Schole LLP and Peterson McVicar LLP are serving as legal counsel to Healthwell.