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United States securities and exchange commission logo
June 9, 2023
Alyssa J. Rapp
Chief Executive Officer
HWEL Holdings Corp.
1001 Green Bay Rd, #227
Winnetka, IL 60093
Re:HWEL Holdings Corp.
Registration Statement on Form S-4
Filed May 15, 2023
File No. 333-271952
Dear Alyssa J. Rapp:
            We have reviewed your 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.
Registration Statement on Form S-4 filed May 15, 2023
Cover Page
1.Please disclose the value assigned to the Earnout Shares on a per share basis and disclose
the total potential total value of the Earnout Consideration.  Please also indicate the total
aggregate consideration (Transaction Consideration plus the Earnout Consideration) to be
paid to the Starton Shareholders as consideration for the Business Combination.
2.We note your disclosure contemplates issuing up to $20.0 million or more of incentive
shares to potential PIPE investors as part of the merger consideration.  Please clarify if the
parties currently intend to enter into a private placement transaction in connection with the
business combination agreement.  To the extent the parties do plan to enter into such a
transaction, or already have, please identify the PIPE investors and disclose the terms of
the PIPE investment where first discussed.

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Market and Industry Data, page vii
3.Your statements that the accuracy and completeness of information from third party
sources is not guaranteed and that HWEL and Starton have not independently verified any
of the data from third-party sources may imply an inappropriate disclaimer of
responsibility with respect to the third party information you have elected to include in
your registration statement.  Please either delete these disclaimers or specifically state that
you are liable for such information.
Q: What equity stake will current HWEL Public Stockholders, the Insiders and the Starton
stakeholders hold in..., page xii
4.Please add a table showing the ownership percentages of each group of security holders
based on all shares that may be issued on a fully-diluted basis, including all possible
sources of dilution such as the Private Warrants, the Public Warrants, the shares issuable
as Earnout Shares, and any Equity Investment or convertible Debt Financing, at each of
the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
5.It appears that deferred underwriting fees from Healthwell's initial public offering remain
constant and are not adjusted based on redemptions.  Revise your disclosure to disclose
the effective underwriting fee on a percentage basis for shares at each redemption level
presented in your sensitivity analysis related to dilution.
6.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
Q: What conditions must be satisfied to complete the Business Combination?, page xv
7.Please revise to identify the conditions that the parties may waive and still proceed with
the business combination.
Q: May HWEL's initial stockholders, Starton or their respective affiliates purchase Public Shares
or Warrants prior to the Special Meeting?, page xxi
8.We note your disclosure that HWEL’s initial stockholders, Starton and/or their respective
affiliates, may purchase Public Shares and/or Warrants from investors, or they may enter
into transactions with such investors and others to provide them with incentives to acquire
HWEL Common Stock or vote their shares in favor of the Business Combination
Proposal, or to withdraw any request for redemption.  Please refer to Tender Offer Rules
and Schedules Compliance and Disclosure Interpretation, Question 166.01, and include a
representation that any such securities purchased by HWEL’s initial stockholders, Starton
and/or their respective affiliates would not be voted in favor of approving the business
combination transaction.

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Summary of the Proxy Statement/Prospectus
Pubco, page 1
9.We note your disclosure that Pubco will apply for Nasdaq listing of the shares of Pubco
Common Stock and Pubco Warrants, to be effective upon the Closing, that acceptance of
such listing is a condition to the Closing, but that there is no assurance that Pubco will be
able to satisfy the Nasdaq listing criteria.  Please revise to disclose whether the terms of
the Business Combination Agreement permit that the Nasdaq listing closing condition
could be waived without recirculation or resolicitation.  If so, please revise the risk factor
on page 32 to reflect as such and describe the risks attendant to such a waiver and revise
this section to indicate that shareholders may not have certainty at the time they vote or
make their redemption decision as to whether the PubCo's securities will be listed on a
national securities exchange following business combination.
Ancillary Agreements, page 4
10.We note your discussions of the Voting Agreements and the Sponsor Support Agreement.
Please disclose the percentage of outstanding shares that have agreed to vote in favor of
the business combination.  Please also disclose if any consideration was received by the
shareholders of Starton Therapeutics or the Sponsor in connection with agreeing to vote
their shares in favor of the business combination.
11.We note that the Sponsor agreed to waive its anti-dilution rights that would otherwise
allow it to maintain ownership of 20% of Pubco.  Please describe any consideration
provided in exchange for this agreement.
Organizational Structure, page 8
12.We note your Pubco Post-Business Combination organizational chart on page 9 shows an
ownership interest by "Some Existing Canadian Starton Shareholders."  Please indicate in
your chart the percentage ownership to be held by these shareholders post-Business
Combination.  We also note your disclosure on the cover page that Starton will become a
wholly-owned subsidiary of ExchangeCo and an indirect subsidiary of Pubco.  If Starton
will not be a wholly-owned indirect subsidiary of Pubco post-Business Combination,
please revise your cover page and other disclosure as appropriate.
Selected Unaudited Pro forma Condensed Combined Financial Information, page 19
13.We note that throughout your filing, you refer to scenario 1 as either no redemptions or
minimum redemptions.  Given that it appears this scenario does assume 8,2625,000 shares
are redeemed it is unclear why you refer to this as a no redemption scenario throughout
the filing.  Please advise us or revise your filing accordingly.
14.We also note your disclosures that under both the minimum and maximum redemption
scenarios, "the full amount held in the Trust Account is available for the Business
Combination."  However, in your pro forma disclosures on page 122, we note that under

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the minimum redemption scenario, you have recorded an $87.9 million redemption
adjustment and under the max redemption scenario you recorded and additional $214.9
million redemption adjustment.  Please advise us or revise your filing accordingly.
Comparative Per Share Information, page 21
15.Please revise your filing to ensure that the information presented here is consistent with
your disclosures elsewhere in the filing.  For example, you are presenting pro forma net
income of $201.4 million in this table, however in your pro forma financial information
on page 124, you have presented a pro forma net loss of $201.4 million.
Risk Factors, page 23
16.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
Survival of Representations, Warranties and Covenants, page 77
17.We note your disclosure the representations and warranties of the parties contained in the
Business Combination Agreement do not survive the Closing and that there are no
indemnification rights.  Please include appropriate risk factor disclosure.
Background of the Business Combination, page 84
18.We note your disclosure on page 86 that "Healthwell’s initial proposal of a valuation of
$375 million was based on a select discounted cashflow valuation methodology that was
performed by a reputable third party."  We also note your disclosure that on March 10,
2023, Jefferies made a valuation recommendation to Healthwell's management.  Provide
the disclosure required by Item 4(b) of Form S-4 with respect to these reports, opinions or
appraisals.
19.We note that Healthwell originally proposed a valuation of $375 million, with 11.1
million earn-out shares, for Starton Therapeutics in the March 6, 2023 non-binding letter
of intent.  We also note that the final total valuation attributed to Starton in the March 22,
2023 amended letter of intent was $510 million ($260 million at the time of closing and
up to an additional $250 million of earnout shares).  Please discuss the specific factors that
led to this change in the total valuation of consideration to be paid and discuss the reasons
for the earnout consideration, how the portion of the total consideration was allocated
between the upfront consideration and the earnout consideration, and how those changed
during the course of the negotiations and why.
20.We note your disclosure that on March 12, 2023, Jefferies sent Healthwell a list of
comparable public companies that they believed reflected the extrinsic enterprise value of
Starton at the time.  Please revise to disclose the criteria Jefferies used to select
the comparable companies.  Please also provide us with your analysis as to whether this

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data and analyses constituted a report from an outside party that is materially related to the
transaction and, if appropriate, provide the disclosure required by Item 4(b) of Form S-4.
21.Please disclose the specific terms that prevented Starton from executing the amended
March 17, 2023 letter of intent.  Please also disclose any material differences between the
terms included in the March 17, 2023 letter and the executed letter of intent including a
discussion of any negotiations related to these terms.
22.We note your disclosure in this section regarding an investor presentation.  Please disclose
the purpose of this presentation and, if applicable, how the Healthwell board considered
that presentation in its decision to approve the business combination.
23.We note that Jefferies was engaged to act as a capital markets advisor to Healthwell, but
that Jefferies did not render a fairness opinion in connection with this transaction.  Please
revise here, or wherever appropriate, to provide a more comprehensive discussion of the
role Jefferies played in this transaction and the level of any diligence and financial
analyses conducted by Jefferies in their role as an advisor to Healthwell in connection
with the transaction.
HWEL Board's Reasons for the Approval of the Business Combination, page 88
24.We note disclosure here stating that the board did not receive a third-party valuation for
Starton.  This statement does not appear to reconcile to your disclosure on page 86
wherein you state that Healthwell's initial proposal was based on valuation methodology
conducted by a third-party and your further disclosure that Jefferies recommended a
valuation and provided a list of comparable public companies that Jefferies believed
reflected the extrinsic enterprise value of Starton.  Please reconcile your disclosure and
ensure that your disclosure addresses how the Healthwell board viewed the third-party
valuations and the list of comparable public companies in approving the Business
Combination Agreement.
25.We note that Healthwell's initial charter waived the corporate opportunities doctrine.
Please discuss how the board considered this potential conflict of interest in determining
whether to approve the business combination and recommend the transaction, and disclose
whether this potential conflict of interest impacted your search for an acquisition target.
26.You disclose on page 86 that Jefferies delivered to Healthwell a list of companies
comparable to Starton.  To the extent this list factored into board's decision to approve the
business combination, please include disclosure here describing the contents of this list.
HWEL Management Financial Analysis, page 91
27.We note the disclosure in paragraph (7) on page 92 that the management team felt
comfortable that the proposed pro forma equity value for Starton of $374 million was in
line with the valuations of comparable public companies.  Please revise to clarify how the
$374 million pro forma equity value for Starton was used in negotiating the transaction
and implemented in the Business Combination Agreement.  In this regard, we note your

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disclosure that the aggregate merger consideration to be paid pursuant to the Business
Combination Agreement to the Starton Securityholders will be an amount equal to
$260.0 million, subject to adjustments.  In addition, we note your disclosure in this
paragraph that the proposed earnout of $250 million, if achieved, would bring the total
equity value of Starton to $540 million.  Please disclose how you have calculated a total
equity value of $540 million.
Proposal 1: The Business Combination Proposal
Material U.S. Federal Income Tax Consequences of the Business Combination to HWEL
Stockholders, page 94
28.We note your disclosure on page 96 that it is intended that the Business Combination
qualifies as an exchange described in Section 351(a) of the Code.  We also note from
Section 1.9 of the Business Combination Agreement that the Business Combination is
intended to qualify as a "reorganization" under Section 368(a)(1)(F) of the Code.
•Please revise your disclosure to provide counsel’s firm opinion for each material tax
consequence, including but not limited to whether the Business Combination will
qualify as an exchange under Section 351(a) of the Code and whether the Business
Combination will qualify as a reorganization under Section 368 of the Code, or to
disclose why such opinions cannot be given.  If the opinions are subject to
uncertainty, please provide an opinion that reflects the degree of uncertainty (e.g.,
"should" or "more likely than not") and explains the facts or circumstances giving
rise to the uncertainty.  Please refer to Item 601(b)(8) of Regulation S-K and Section
III.A. of Staff Legal Bulletin 19, Legality and Tax Opinions in Registered Offe