Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Healthwell Acquisition Corp. I
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
42227R208**
(CUSIP Number)
August 3, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-half of one redeemable warrant
(the Units).
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 42227R208
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
535,368
7
Sole Dispositive Power
0
8
Shared Dispositive Power
535,368
9
Aggregate Amount Beneficially Owned by Each Reporting Person
535,368
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 42227R208
1
Names of Reporting Persons
ACM Alameda Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
942,312
7
Sole Dispositive Power
0
8
Shared Dispositive Power
914,312
9
Aggregate Amount Beneficially Owned by Each Reporting Person
914,312
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.8%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 42227R208
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,477,680
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,477,680
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,680
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
5.9%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.42227R208
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
599,508
7
Sole Dispositive Power
0
8
Shared Dispositive Power
599,508
9
Aggregate Amount Beneficially Owned by Each Reporting Person
599,508
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.4%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 42227R208
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
322,812
7
Sole Dispositive Power
0
8
Shared Dispositive Power
322,812
9
Aggregate Amount Beneficially Owned by Each Reporting Person
322,812
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 42227R208
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
922,320
7
Sole Dispositive Power
0
8
Shared Dispositive Power
922,320
9
Aggregate Amount Beneficially Owned by Each Reporting Person
922,320
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.7%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 42227R208
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each
Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
922,320
7
Sole Dispositive Power
0
8
Shared Dispositive Power
922,320
9
Aggregate Amount Beneficially Owned by Each Reporting Person
922,320
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.7%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Healthwell Acquisition Corp. I
Item 1(b). Address of Issuers Principal Executive Offices:
1001 Green Bay Rd. #227, Winnetka, IL 600093
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Special Purpose Investment Fund II LP (ASPIF II);
ii. ACM Alameda Special Purpose Investment Fund II LP (Alameda);
iii. Atalaya Capital Management LP (ACM);
iv. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
v. Corbin Opportunity Fund, L.P. (COF);
vi. Corbin Capital Partners Group, LLC (CCPG); and
vii. Corbin Capital Partners, L.P. (CCP).
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of ASPIF II,
Alameda and ACM is One Rockefeller Plaza, 32nd Floor, New York,
NY 10020. The address of the principal business office of each of CEOF,
COF, CCPG and CCP is 590 Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ASPIF II, ACM, COF and CCP is a Delaware limited
partnership. Alameda is a Cayman Islands exempted limited partnership.
CEOF is a Cayman Islands exempted company. CCPG is a Delaware limited
liability company.
Item 2(d). Title and Class of Securities:
Class A common stock, par value $0.0001 per share
(the Shares)
Item 2(e). CUSIP Number:
42227R208
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of
1,477,680 Shares underlying Units, which amount includes (i) the 535,368
Shares underlying Units beneficially owned by ASPIF II and (ii) the
942,312 Shares underlying Units beneficially owned by Alameda. Each of
CCPG and CCP may be deemed the beneficial owner of 922,320 Shares
underlying Units, which amount includes (i) the 599,508 Shares underlying
Units beneficially owned by CEOF and (ii) the 322,812 Shares underlying
Units beneficially owned by COF.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 5.9% of Shares outstanding, which amount includes (i) 2.1%
of Shares outstanding beneficially owned by ASPIF II and (ii) 3.8% of
Shares outstanding beneficially owned by Alameda. Each of CCPG and CCP
may be deemed the beneficial owner of approximately 3.7% of Shares
outstanding, which amount includes (i) 2.4% of Shares outstanding
beneficially owned by CEOF and (ii) 1.3% of Shares outstanding beneficially
owned by COF. (These percentages are based on 25,000,000 Shares outstanding
as reported in the Issuers Prospectus filed with the Securities and Exchange
Commission on August 4, 2021.)
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 535,368
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 535,368
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 942,312
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 942,312
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,477,680
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,477,680
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 599,508
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 599,508
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 322,812
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 322,812
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 922,320
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 922,320
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 922,320
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 922,320
The Shares are directly held by ASPIF II, Alameda, CEOF and COF (the
Direct Holders). As ASPIF II and Alamedas investment manager, ACM has the
power to vote and direct the disposition of all Shares held by ASPIF II and
Alameda. As CEOF and COFs investment manager, CCP has the power to vote and
direct the disposition of all Shares held by CEOF and COF. This report shall
not be deemed an admission that ACM, CCP, the Direct Holders or any other
person is the beneficial owner of the securities reported herein for purposes
of Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ASPIF II, Alameda, ACM, CEOF, COF, CCPG and CCP may be deemed members
of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares.
Such group may be deemed to beneficially own 2,400,000 Shares. CEOF, COF, CCPG
and CCP disclaim beneficial ownership over the Shares held directly by ASPIF II
and Alameda. ASPIF II, Alameda and ACM disclaim beneficial ownership over the
Shares held directly by CEOF and COF.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with
a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
August 11, 2021
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representatives authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex.
A. Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to shares of Class A common stock of Healthwell Acquisition
Corp. I, filed August 11, 2021 is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners, L.
P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
August 11, 2021