Statement of Ownership (sc 13g)
June 07 2023 - 9:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
Healthwell Acquisition Corp. I |
(Name of Issuer) |
|
Class A Common Stock, par value $0.0001 per share |
(Titles of Class of Securities) |
|
42227R109 |
(CUSIP Number) |
|
May 31, 2023 |
(Date of Event Which
Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| * | The remainder of this cover page shall be filled out of a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
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, as amended (the “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. 42227R109 |
SCHEDULE 13G |
Page 2 of 10 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald Securities |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,263,438* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,263,438* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,438* |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTE:
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page 3 of 10 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Cantor
Fitzgerald, L.P. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(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
1,263,438* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,263,438* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,438* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
|
12 |
TYPE
OF REPORTING PERSON
PN |
|
FOOTNOTES:
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page 4 of 10 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
CF
Group Management, Inc. |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,263,438* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,263,438* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,438* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
|
12 |
TYPE
OF REPORTING PERSON
CO |
|
FOOTNOTES:
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page 5 of 10 |
1 |
NAME
OF REPORTING PERSON OR
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Howard
W. Lutnick |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0 |
6 |
SHARED
VOTING POWER
1,263,438* |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
1,263,438* |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,438* |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
FOOTNOTE:
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page
6 of 10 |
Item 1(a). |
Name of Issuer: |
|
|
|
Healthwell Acquisition Corp. I |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
1001 GREEN BAY RD. #227
WINNETKA IL 60093 |
|
|
Item 2(a). |
Name of Person Filing: |
|
|
|
Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF
Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
|
|
|
110 East 59th Street
New York, New York 10022
|
Item 2(c). |
Citizenship: |
|
|
|
Cantor Fitzgerald Securities is a general partnership formed in New York, Cantor Fitzgerald, L.P. is a Delaware limited partnership, CF Group Management, Inc. is a New York corporation and Mr. Lutnick is a citizen of the United States of America. |
|
|
Item 2(d). |
Titles of Classes of Securities: |
|
|
|
Class A Common Stock, par value $0.0001 per share. |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
42227R109 |
Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
|
(a) |
☐ |
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
|
(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
|
(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
(d) |
☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
(e) |
☐ |
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
|
(f) |
☐ |
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
(g) |
☐ |
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
(h) |
☐ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
|
(i) |
☐ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
|
(j) |
☐ |
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
|
|
|
|
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________ |
CUSIP
No. 42227R109 |
SCHEDULE 13G |
Page
7 of 10 |
Item 4. |
Ownership |
|
The responses to Items 5-11 of the cover pages of this Schedule
13G are incorporated herein by reference.
As of May 31, 2023, the Reporting Persons may be deemed to
beneficially own an aggregate of 1,263,438 shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”) of
Healthwell Acquisition Corp. I (the “Issuer”), representing 5.1% of the Issuer’s outstanding Common Stock.
The percentage of the Common Stock held by the Reporting
Persons is based on 25,000,000 shares of Common Stock outstanding as of May 18, 2023 as reported in the Issuer’s Form 10-Q for the
fiscal quarter ended March 31, 2023 filed with the Securities and Exchange Commission on May 18, 2023 and assumes no exercise of warrants,
if any, held by the Reporting Persons.
Cantor Fitzgerald Securities (“CFS”) is the record
holder of certain of the securities reported herein.
CF Group Management, Inc. (“CFGM”) is the
managing general partner of Cantor Fitzgerald, L.P. (“Cantor”) and directly or indirectly controls the managing general partners
of CFS. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. Cantor, indirectly, holds a majority
of the ownership interests of CFS. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities
directly held by CFS. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of
any pecuniary interest they may have therein, directly or indirectly. |
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page
8 of 10 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
|
|
Not Applicable. |
|
|
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company. |
|
|
|
Not Applicable. |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
|
Not Applicable. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not Applicable. |
|
|
Item 10. |
Certification. |
By
signing below the undersigned certifies that, to the best of his or its 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.
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page
9 of 10 |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 7, 2023
|
CANTOR FITZGERALD SECURITIES |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
CANTOR FITZGERALD, L.P. |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
CF GROUP MANAGEMENT, INC. |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Name: |
Howard W. Lutnick |
|
|
Title: |
Chief Executive Officer |
|
|
|
By: |
/s/ Howard W. Lutnick |
|
|
Howard W. Lutnick |
[Schedule 13G – Healthwell Acquisition Corp.
I – May 2023]
CUSIP No. 42227R109 |
SCHEDULE 13G |
Page 10 of 10 |
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