EX-4.1





 Exhibit 4.1 
  

			
	NUMBER	  	UNITS
	U-	  	

 SEE REVERSE FOR CERTAIN DEFINITIONS 

CUSIP                     

 HEALTHWELL ACQUISITION CORP. I 

UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE 

REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK 

THIS CERTIFIES THAT                  is the owner of
             Units. 
 Each Unit (“Unit”) consists of
one share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Healthwell Acquisition Corp. I, a Delaware corporation (the “Company”), and
one-half of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share (subject to
adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more businesses (each a “Business Combination”), and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on
which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common Stock and Warrants comprising the Units represented by this certificate are not
transferable separately prior to                , 2021, unless Jefferies LLC elects to allow separate trading earlier, subject to the Company’s filing of a Current
Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering
and issuing a press release announcing when separate trading will begin. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed by a Warrant Agreement, dated as
of                , 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost. 

Upon consummation of a Business Combination, the Units represented by this certificate will automatically separate into the shares of Common
Stock and Warrants comprising such Units. 
 This certificate is not valid unless countersigned by the Transfer Agent and registered by the
Registrar of the Company. 
 This certificate shall be governed by and construed in accordance with the internal laws of the State of New
York. 
 Witness the facsimile signature of a duly authorized signatory of the Company. 

 

					
	  
	  		  	  

	Authorized Signatory	  		  	Transfer Agent













 HEALTHWELL ACQUISITION CORP. I 

The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
  

															
	TEN COM	  	—	  	as tenants in common	  	UNIF GIFT MIN ACT	  	—	  	  
	  	Custodian	  	  

	TEN ENT	  	—	  	as tenants by the entireties	  		  		  	(Cust)	  		  	(Minor)
	JT TEN	  	—	  	as joint tenants with right of survivorship and not as tenants in common	  		  		  	under Uniform Gifts to Minors Act
		  		  		  		  		  	  

		  		  		  		  		  	(State)

 Additional abbreviations may also be used though not in the above list. 

For value received,                  hereby sell, assign and transfer unto
                 
 (PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE) 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 

Units represented by the within Certificate, and do hereby irrevocably constitute and appoint 

Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises. 

Dated 













					
		 		 	  

			
		 		 	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 Signature(s) Guaranteed: 
  

			
	  
	  	
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	  	

 In each case, as more fully described in the Company’s final prospectus dated
                , 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds
held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates because it does not
consummate an initial business combination within the period of time set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company
redeems the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to offer
redemption rights in connection with any proposed initial business combination or to redeem 100% of the Common Stock if it does not consummate an initial business combination within the period of time set forth in the Charter or with respect to any
other provisions relating to stockholders’ rights or pre-business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common
Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no
other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.