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HWEL Holdings Corp.

c/o Healthwell
Acquisition Corp. I

1001 Green Bay Rd, #227

Winnetka, IL 60093

VIA EDGAR

July 12, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Tyler Howes

Re:   HWEL Holdings
Corp.

Registration Statement on Form S-4

Filed May 15, 2023

File No. 333-271952

Dear Tyler Howes:

HWEL Holdings Corp. (the “Company,”
“we,” “our” or “us”) hereby transmits its response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on
June 9, 2023 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 filed with the
Commission on May 15, 2023 (the “Registration Statement”).

Concurrently with this response
letter, the Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. Amendment
No. 1 includes revisions made in response to the comments of the Staff in the Comment Letter, as well as additional changes to update
certain disclosures contained in the Registration Statement.

For the Staff’s convenience,
we have repeated the Staff’s comments in bold, and have followed each comment with the Company’s response. References in the
responses to page numbers and section headings refer to page numbers and section headings of Amendment No. 1.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on the cover page.

 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that at this time, the identity of any PIPE investors and the terms of any PIPE investment
are unknown. The Company intends to disclose such information in a future amendment to the Registration Statement.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page ix.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page xvi.

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 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the deferred underwriting fees from Healthwell’s initial public offering remain
constant under the underwriting agreement, dated August 2, 2021, by and between Healthwell and Jefferies LLC, and the Company has revised
the disclosure on pages 16 and 17 accordingly.

 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page xvii.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page xviii.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xxv, 15, 33 and 77.

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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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 1, 36 and 37.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 5, 84, 199 and 200.

 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 5 and 84.

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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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 9. By way of further clarification, approximately
50% to 60% of Starton’s outstanding shares are believed to be held by Canadian shareholders. Canadian shareholders may elect to
receive Exchangeable Shares in ExchangeCo. CallCo will hold the common shares of ExchangeCo.

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 8,625,000 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages 21, 23, 134 and 201.

 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 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 21.

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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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 23.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on pages xii, xiii, 14, 15, 29, 30, 87 and 88.

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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 26.

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.

Response:

We respectfully advise the Staff that
neither Jefferies nor any other third party was engaged by Healthwell to provide any report, opinion or appraisal, and neither Jefferies
nor any other third party delivered a report, opinion or appraisal as specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation
M-A, that was materially related to the proposed Business Combination. Rather, as noted in the revised disclosure on page 90, a discounted
cashflow valuation was performed by a reputable third party in connection with a previous proposed transaction involving Starton to which
Healthwell was not a party, and as described on page 88, the scope of the agreed-upon services to be provided by Jefferies was limited
to advisory services in connection with the proposed Business Combination, as part of which Jefferies provided to Healthwell management,
publicly available information regarding other early stage and pre-commercial revenue oncology companies. Furthermore, Jefferies did not
undertake any internal procedures that would have been necessary for it to deliver a report, opinion or appraisal. Based on the foregoing,
the Company respectfully submits that no disclosure is required by Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A with respect
to Jefferies or any other third party.

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 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 91.

 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 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.

Response:

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that it has revised the disclosure on page 97 to set out the criteria used to select the
comparable companies. The comparable public companies were U.S. and E.U. domiciled companies, all early-stage (e.g., pre-cli