United States securities and exchange commission logo
July 25, 2023
Alyssa J. Rapp
Chief Executive Officer
HWEL Holdings Corp.
1001 Green Bay Rd, #227
Winnetka, IL 60093
Re: HWEL Holdings Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 13, 2023
File No. 333-271952
Dear Alyssa J. Rapp:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Q: What conditions must be satisfied to complete the Business
Combination?, page xviii
1. We note your response
to prior comment 7 and reissue in part. Please further revise to
clarify that you may
not waive the condition of "no law or order" prohibiting the
transaction or advise.
Please also identify any other conditions which the parties would be
unable to waive.
Pubco, page 1
2. We note your revised
disclosure in response to prior comment 9 that Nasdaq listing is a
closing condition that
could be waived by the parties without recirculation or
resolicitation. Please
provide us with your analysis as to why recirculation or
Alyssa J. Rapp
FirstName LastNameAlyssa J. Rapp
HWEL Holdings Corp.
Comapany
July NameHWEL Holdings Corp.
25, 2023
July 25,
Page 2 2023 Page 2
FirstName LastName
resolicitation would not be required if this condition was to be
waived. Please include in
your analysis why the stockholders of HWEL and Starton would not view
the listing on
Nasdaq as a material part of their voting or investment decision.
Organizational Structure, page 8
3. In an appropriate location, disclose when and under what circumstances
the Exchange
Shares will be exchanged for shares of Pubco Class C Common Stock and
when and
under what circumstances will the Pubco Class C Common Stock be
redeemed for Pubco
Class A Common Stock.
Prior Disclosures, page 9
4. Please include risk factor disclosure explaining the potential risks
to investors arising from
the claims made by Starton's Chief Executive Officer on the "Unicorn
Hunters" Television
Program on June 7, 2021. Your risk factor should include a discussion
of any steps
Starton has taken to remediate these representations and clarify that
Starton s
investigational reformulation of Revlimid will require clinical
testing and may never be
approved by the FDA or comparable foreign regulators.
Selected Unaudited Pro forma Condensed Combined Financial Information, page 21
5. Please explain to us why you are presenting a no redemption scenario
in your summary
pro forma information given that your disclosures throughout the
filing indicate a
minimum of 8,625,000 shares will be redeemed.
Conditions to the Closing of the Business Combination, page 80
6. We note your disclosure that it is a condition to the closing of the
Business Combination
that immediately after the Closing, the Starton Shareholders shall own
a number of voting
shares of Pubco representing, in the aggregate, no less than 51% of
the total voting power
of all issued and outstanding shares of Pubco. We also note from your
response to
comment 12 that approximately 50% to 60% of Starton s outstanding
shares are believed
to be held by Canadian shareholders and that Canadian shareholders may
elect to receive
Exchange Shares in ExchangeCo. Given that portion of your response,
please tell us how
this condition to closing would be satisfied and revise your
disclosure as appropriate.
Background of the Business Combination, page 88
7. We note your disclosure that the valuation and consideration in the
March 21, 2023
amended letter of intent was based on HWEL's understanding of Starton
s
clinical protocols and "other things." Please disclose any other
specific factors that led to
the changes in the total proposed consideration over the course of
your negotiations
related to the Business Combination.
8. We note from your revised disclosure in response to prior comment 18
that Healthwell s
initial proposal of a valuation of $375 million for Starton was
provided by SAP and based
Alyssa J. Rapp
FirstName LastNameAlyssa J. Rapp
HWEL Holdings Corp.
Comapany
July NameHWEL Holdings Corp.
25, 2023
July 25,
Page 3 2023 Page 3
FirstName LastName
on a select discounted cashflow valuation methodology that was
performed by a reputable
third party in connection with a previous proposed transaction
involving Starton to which
Heathwell was not a party. Please provide the relevant disclosure
regarding the third party
as required by Item 4(b) of Form S-4, including the identity of the
third party and also
disclose the reasons for how the Healthwell board determined to rely
on this valuation for
purposes of its initial negotiations with Starton.
9. We note that the HWEL Board initially proposed a $375 million
valuation of Starton
based on a valuation provided to the Board from a previous proposed
transaction
involving Starton to which Healthwell was not a party. Please revise
to discuss the
financial analyses conducted by the HWEL Board resulting in the
decision to propose this
valuation for Starton. To the extent the HWEL Board's analysis was
limited to reviewing
the prior valuation and the list of comparable companies prepared by
Jeffries, please
revise to make that clear.
HWEL Management Financial Analysis, page 96
10. We note your response to prior comment 27 and reissue in part. Please
further revise to
clarify how the $375 million pro forma equity value for Starton was
used in negotiating
the transaction and implemented in the Business Combination Agreement.
Unaudited Pro Forma Condensed Combined Financial Information, page 129
11. We note your disclosures on page F-7 indicating that the company will
proceed with a
business combination only if net tangible assets are at least
$5,000,001 either prior to or
upon such consummation of a business combination. Given that your pro
forma balance
sheets do not appear to present a scenario where net tangible assets
are at least
$5,000,001, please tell us how you determined that your pro forma
information depicts a
probable outcome. Refer to Rules 11-01(a)(8) and 11-02(a)(10) of
Regulation S-X.
Unaudited Pro Forma Condensed Combined Statements of Operations, page 131
12. Please provide a note that discloses how the weighted average common
shares outstanding
was determined for the both the minimum and maximum redemption
scenarios.
Note 3 - Adjustments to the Unaudited Pro Forma Condensed Combined Statements
of
Operations, page 135
13. We note your response and revised disclosures to prior comment 31.
Please address the
following:
You disclose on page 3 that one-third of the Earnout Shares are
issuable upon the
volume weighted average price of the shares of Pubco Common Stock
equaling or
exceeding $12.00 per share. Explain how you determined this
tranche of shares is
not considered to be indexed to the issuer s own stock under
ASC 815.
Revise your pro forma disclosures to provide a discussion of
the expected accounting
Alyssa J. Rapp
HWEL Holdings Corp.
July 25, 2023
Page 4
treatment for the earnout shares and disclose the significant
assumptions used in
determining the fair value of the earnout shares.
Revise your disclosures in note 3(b) to provide a sensitivity
analysis that quantifies
how changes in the assumptions related to the fair value of the
earnout shares could
impact your pro forma balance sheet and statements of operations.
Our Strategy, page 155
14. We note your statement that you intend to develop drug candidates for
your continuous
delivery platform and commercialize them "once we receive regulatory
approval." Please
revise this statement, and similar statements throughout the Business
section, to remove
the implication that you will receive regulatory approval, as such
approvals are not
entirely within your control.
Intellectual Property, page 167
15. Please disclose the potential expiration date, if granted, for each
pending patent
application described in this section.
Executive Compensation, page 193
16. Please revise your summary compensation table to provide compensation
information for
Starton's named executive officers for the last two completed fiscal
years. Refer to Item
402 of Regulation S-K for guidance.
You may contact Eric Atallah at 202-551-3663 or Daniel Gordon at
202-551-3486 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
FirstName LastNameAlyssa J. Rapp
Division of
Corporation Finance
Comapany NameHWEL Holdings Corp.
Office of Life
Sciences
July 25, 2023 Page 4
cc: Lijia Sanchez, Esq.
FirstName LastName