Basic Stats
| CIK | 1877557 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Integrated Wellness Acquisitio Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant(
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period |
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| August 6, 2025 |
Exhibit 99.1 Integrated Wellness Acquisition Corp. and Btab Ecommerce Group, Inc. Announce Filing of Registration Statement on Form S-4 with the SEC Sydney, Australia and New York, NY, Aug. 04, 2025 (GLOBE NEWSWIRE) - Integrated Wellness Acquisition Corp (OTC: WELNF) (“WEL”), a publicly traded special purpose acquisition company, and Btab Ecommerce Group, Inc., (OTC: BBTT) (“Btab”), a global e-com |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpor |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpor |
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| August 6, 2025 |
Exhibit 99.1 Integrated Wellness Acquisition Corp. and Btab Ecommerce Group, Inc. Announce Filing of Registration Statement on Form S-4 with the SEC Sydney, Australia and New York, NY, Aug. 04, 2025 (GLOBE NEWSWIRE) - Integrated Wellness Acquisition Corp (OTC: WELNF) (“WEL”), a publicly traded special purpose acquisition company, and Btab Ecommerce Group, Inc., (OTC: BBTT) (“Btab”), a global e-com |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4 |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| April 15, 2025 |
Insider Trading Policies and Procedures, adopted April 14, 2025. Exhibit 19 Insider Trading Compliance Manual Integrated Wellness Acquisition Corp Adopted: April 14, 2025 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), has adopted the policies and procedures described in this Insider Trading Compliance Manual. |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41 |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| February 14, 2025 |
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares of Integrated Wellness Acquisition Corp, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. |
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| January 30, 2025 |
AGREEMENT OF REPORTING PERSONS EX-99.2 3 w84019679b.htm EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersign |
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| January 30, 2025 |
EX-99.1 2 w84019679a.htm EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary is: Berkley Insurance Company, which is an insurance company in accordance with Rule 13d-1(b)(1)(ii)(C). |
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| January 16, 2025 |
Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECU |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2025 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| January 8, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| January 2, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Ordinary Shares; Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant; and Redeemable Warrants included as part of the units (the "Securities") of Integrated Wellness Acquisition Corp (the "Company") from listing and registration on the Exchange on January 13, 2025, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Securities is no longer suitable for continued listing and trading on the NYSE. |
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| December 26, 2024 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Integrated Wellness Acquisition Corp 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. |
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| December 17, 2024 |
Exhibit 3.1 PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF INTEGRATED WELLNESS ACQUISITION CORP That Article 2.2 of the Company’s Amended and Restated Articles of Association as amended and currently in effect be deleted in its entirety and replaced with the following new article 2.2: “2.2 Without limitation to the preceding Article, the directors may so deal with the u |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| December 17, 2024 |
Integrated Wellness Acquisition Corp Receives Delisting Notice from the New York Stock Exchange Exhibit 99.1 Integrated Wellness Acquisition Corp Receives Delisting Notice from the New York Stock Exchange New York, NY, December 16, 2024 – Integrated Wellness Acquisition Corp (the “Company”) (OTC: WELNF) announced today that it received written notice from the New York Stock Exchange (the “NYSE”) indicating that the staff of NYSE Regulation had determined to commence proceedings to delist the |
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| December 3, 2024 |
Exhibit 99.1 Integrated Wellness Acquisition Corp. and Btab E-Commerce Group, Inc. Announce Filing of Draft Registration Statement on Form S-4 with the SEC Sydney, Australia and New York, NY, December 02, 2024 — Integrated Wellness Acquisition Corp (NYSE: WEL) (“WEL”), a publicly traded special purpose acquisition company, and Btab Ecommerce Group, Inc., (OTC: BBTT) (“Btab”), a global e-commerce a |
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| December 3, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| December 3, 2024 |
Exhibit 99.1 Integrated Wellness Acquisition Corp. and Btab E-Commerce Group, Inc. Announce Filing of Draft Registration Statement on Form S-4 with the SEC Sydney, Australia and New York, NY, December 02, 2024 — Integrated Wellness Acquisition Corp (NYSE: WEL) (“WEL”), a publicly traded special purpose acquisition company, and Btab Ecommerce Group, Inc., (OTC: BBTT) (“Btab”), a global e-commerce a |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| November 14, 2024 |
EX-99.A 2 d130674dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| November 14, 2024 |
WELL / Welltower Inc. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d130674dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp (Name of Issuer) Common Shares (Title of Class of Securities) 95040Q104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| November 14, 2024 |
EX-99.B 3 d130674dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| November 14, 2024 |
WEL / Integrated Wellness Acquisition Corp / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
WEL / Integrated Wellness Acquisition Corp / Meteora Capital, LLC Passive Investment SC 13G 1 meteorawel09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| October 16, 2024 |
WELL / Welltower Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Wellness Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 95040Q104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appro |
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| August 27, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC HOLDING COMPANY INC., IWAC PURCHASER MERGER SUB II INC., IWAC cOMPANY Merger Sub Inc., AND Btab Ecommerce Group, Inc. DATED AS OF AUGUST 26, 2024 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 MERGERS 24 Section 2.1 Cl |
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| August 27, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC HOLDING COMPANY INC., IWAC PURCHASER MERGER SUB II INC., IWAC cOMPANY Merger Sub Inc., AND Btab Ecommerce Group, Inc. DATED AS OF AUGUST 26, 2024 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Article 2 MERGERS 24 Section 2.1 Cl |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpo |
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| August 27, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpo |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period |
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| July 12, 2024 |
Exhibit 10.1 Final Form FORM OF SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of May 30, 2024 (this “Agreement”), by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation) (the “Purchaser”), Btab Ecommerce Group, Inc., a Georgi |
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| July 12, 2024 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC Georgia Merger Sub, Inc., AND Btab Ecommerce Group, Inc. DATED AS OF MAY 30, 2024 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Article 2 MERGER 22 Section 2.1 Closing Transactions 22 Section 2.2 Closing of the Transactions Contemplated by this Agr |
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| July 12, 2024 |
Exhibit 10.2 Execution Version SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made by and among Suntone Investment Pty Ltd, an Australian proprietary limited company (the “Sponsor”), those certain holders of Purchaser Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, togeth |
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| July 12, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 by and among (i) Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation), which will be known after the consummation of the transactions contempl |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| June 5, 2024 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT BY AND AMONG INTEGRATED WELLNESS ACQUISITION CORP, IWAC Georgia Merger Sub, Inc., AND Btab Ecommerce Group, Inc. DATED AS OF MAY 30, 2024 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Article 2 MERGER 22 Section 2.1 Closing Transactions 22 Section 2.2 Closing of the Transactions Contemplated by this Agr |
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| June 5, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| June 5, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024 by and among (i) Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation), which will be known after the consummation of the transactions contempl |
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| June 5, 2024 |
Exhibit 10.2 Execution Version SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 30, 2024, is made by and among Suntone Investment Pty Ltd, an Australian proprietary limited company (the “Sponsor”), those certain holders of Purchaser Class B Shares set forth on the signature pages hereto under “Other Class B Holders” (the “Other Class B Holders” and, togeth |
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| June 5, 2024 |
Exhibit 10.1 Final Form FORM OF SHAREHOLDER SUPPORT AGREEMENT THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of May 30, 2024 (this “Agreement”), by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability as of the date hereof (and, following the Domestication, a Delaware corporation) (the “Purchaser”), Btab Ecommerce Group, Inc., a Georgi |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| May 31, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| May 31, 2024 |
Btab Ecommerce Group Signs Business Combination Agreement with Integrated Wellness Acquisition Corp. Exhibit 99.1 Btab Ecommerce Group Signs Business Combination Agreement with Integrated Wellness Acquisition Corp. SYDNEY, Australia and New York, NY, May 31, 2024 - Btab Ecommerce Group, Inc., an e-commerce company (OTC: BBTT) (“BBTT” or the “Company”), and Integrated Wellness Acquisition Corp, a special purpose acquisition company (NYSE: WEL) (“WEL” or “Integrated Wellness”), today announced that |
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| May 31, 2024 |
Btab Ecommerce Group Signs Business Combination Agreement with Integrated Wellness Acquisition Corp. Exhibit 99.1 Btab Ecommerce Group Signs Business Combination Agreement with Integrated Wellness Acquisition Corp. SYDNEY, Australia and New York, NY, May 31, 2024 - Btab Ecommerce Group, Inc., an e-commerce company (OTC: BBTT) (“BBTT” or the “Company”), and Integrated Wellness Acquisition Corp, a special purpose acquisition company (NYSE: WEL) (“WEL” or “Integrated Wellness”), today announced that |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4 |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| April 2, 2024 |
Executive Compensation Clawback Policy adopted as of November 30, 2023 Exhibit 97 INTEGRATED WELLNESS ACQUISITION CORP EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 30, 2023 The Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41 |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| April 2, 2024 |
Charter of Nominating and Corporate Governance Committee Exhibit 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP I. Committee Membership The Nominating and Corporate Governance and Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp (the “Company”) shall consist of two or more members of the Board, each of whom the |
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| April 2, 2024 |
Charter of the Compensation Committee (amended) Exhibit 99.1 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP Adopted and effective on December 8, 2021 Amended on November 30, 2023 I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Co |
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| April 2, 2024 |
Charter of the Audit Committee (amended) Exhibit 99.2 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP Adopted and effective on December 8, 2021 Amended on November 30, 2023 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) is to o |
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| March 1, 2024 |
WEL / Integrated Wellness Acquisition Corp / Suntone Investment Pty Ltd - SC 13D Activist Investment SC 13D 1 tm246790d1sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) Jiang Hui Bao Chief Executive Officer Suntone Investment Pty Ltd c/o In |
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| February 22, 2024 |
WEL / Integrated Wellness Acquisition Corp / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolinwel123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| February 14, 2024 |
SC 13G 1 ef20021395sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G4828B100 |
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| February 14, 2024 |
SC 13G/A 1 wela121424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTEGRATED WELLNESS ACQUISITION CORP (Name of Issuer) Class A ordinary shares, par value $.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2023 (Date of Event which |
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| February 12, 2024 |
SC 13G 1 d31654dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) INTEGRATED WELLNESS ACQUISITION CORP (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Integrated Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G4828B126 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 8, 2024 |
WELL / Welltower Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G 1 ef20020143sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 95040Q104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing |
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| February 5, 2024 |
WEL / Integrated Wellness Acquisition Corp / IWH Sponsor LP - SC 13G/A Passive Investment SC 13G/A 1 tm245177d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B 100 (CUSIP Number) February 1, 2024 (Date of Event Which Requires Fil |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2024 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER INTEGRATED WELLNESS ACQUISITION CORP (Name of Registrant) Cayman Islands 001-41131 98-1615488 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 59 N. Main Street, Suite |
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| January 26, 2024 |
WEL / Integrated Wellness Acquisition Corp / Weiss Asset Management LP Passive Investment SC 13G/A 1 wel13g31dec2023.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTEGRATED WELLNESS ACQUISITION CORP - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Title of Class of Securities) |
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| January 10, 2024 |
SC 13G/A 1 schedule13gawel01102024.htm 13G/A WEL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2023 (Date of Event which R |
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| December 14, 2023 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF INTEGRATED WELLNESS ACQUISITION CORP, AS AMENDED That Article 2.2 of the Company’s Amended and Restated Articles of Association as amended and currently in effect be deleted in its entirety and replaced with the following new article 2.2: “2.2 Without limitation to the preceding Article, the directors may so deal with th |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| December 14, 2023 |
Promissory Note Issued to Sriram Associates, LLC, dated December 13, 2023 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| November 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| November 21, 2023 |
Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into effectively as of November 8th, 2023, (the “Effective Date”), by and among, LLC, a Delaware limited liability company (the “Acquirer”), Integrated Wellness Acquisition Corp., a Cayman Island exempted company (“SPAC”), and IWH Sponsor L.P., a Delaware limited partnership (“Sponsor”) (each a “Party” a |
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| November 21, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition P |
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| November 13, 2023 |
WEL / Integrated Wellness Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 wel20231031.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 INTEGRATED WELLNESS ACQUISITION CORP (Name of Issuer) Class A ordinary shares, par value $.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of inco |
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| September 27, 2023 |
Integrated Wellness Acquisition Corp Announces Termination of Merger Agreement Exhibit 99.1 Integrated Wellness Acquisition Corp Announces Termination of Merger Agreement NEW YORK, NY – September 27, 2023 (GLOBE NEWSWIRE) - Integrated Wellness Acquisition Corp (NYSE: WEL) (the “Company”) announced that it notified Refreshing USA, LLC that the Company had elected to terminate the Agreement and Plan of Merger among the parties, dated as of February 10, 2023 (the “Merger Agreem |
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| September 27, 2023 |
Integrated Wellness Acquisition Corp Announces Termination of Merger Agreement Exhibit 99.1 Integrated Wellness Acquisition Corp Announces Termination of Merger Agreement NEW YORK, NY – September 27, 2023 (GLOBE NEWSWIRE) - Integrated Wellness Acquisition Corp (NYSE: WEL) (the “Company”) announced that it notified Refreshing USA, LLC that the Company had elected to terminate the Agreement and Plan of Merger among the parties, dated as of February 10, 2023 (the “Merger Agreem |
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| September 27, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of inco |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| August 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 1 |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period |
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| July 11, 2023 |
WEL / Integrated Wellness Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Integrated Wellness Acquisition Corp (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G4828B100 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| June 7, 2023 |
Amendments to the Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF INTEGRATED WELLNESS ACQUISITION CORP That Article 2.2 of the Company’s Amended and Restated Articles of Association as currently in effect be deleted in its entirety and replaced with the following new article 2.2: “2.2 Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| June 7, 2023 |
Promissory Note Issued to IWH Sponsor LP, dated June 7, 2023 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorporat |
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| May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41131 INTEGRATED WE |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| April 28, 2023 |
INTEGRATED WELLNESS ACQUISITION CORP 148 N Main Street Florida, NY 10921 April 28, 2023 INTEGRATED WELLNESS ACQUISITION CORP 148 N Main Street Florida, NY 10921 April 28, 2023 VIA EDGAR U. |
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| April 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) IWAC HOLDINGS INC. |
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| April 28, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 1 |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41131 INTEGRATED WEL |
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| March 14, 2023 |
Promissory Note, dated as of March 13, 2023. (2) Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 14, 2023 |
Exhibit 99.1 Integrated Wellness Acquisition Corp Confirms Funding and Extension of Deadline to Complete Business Combination New York, NY, March 14, 2023 (GLOBE NEWSWIRE) – Integrated Wellness Acquisition Corp (NYSE: WEL) (the “Company”) announced today that its sponsor, IWH Sponsor LP (the “Sponsor”), has deposited an aggregate of $1.15 million (representing $0.10 per public share) into the Comp |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpor |
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| March 8, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorpora |
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| March 8, 2023 |
Exhibit 99.1 Integrated Wellness Acquisition Corp Announces Extension of Deadline to Complete Business Combination New York, NY, March 8, 2023 (GLOBE NEWSWIRE) – Integrated Wellness Acquisition Corp (NYSE: WEL) (the “Company”) announced today that its sponsor, IWH Sponsor LP (the “Sponsor”), has requested that the Company extend the date by which the Company has to consummate a business combinatio |
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| February 27, 2023 |
Filed by Integrated Wellness Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: IWAC Holdings Inc. |
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| February 16, 2023 |
Exhibit 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 10, 2023, by the undersigned member of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the tr |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| February 16, 2023 |
Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of February 10, 2023 by and among (i) Integrated Wellness Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, the “Purchaser”), (ii) Refreshing USA, LLC, a Washington limited liability company (the “Company”), and (iii) the undersigned |
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| February 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| February 16, 2023 |
TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among INTEGRATED WELLNESS ACQUISITION CORP as Purchaser, IWAC HOLDINGS INC., as Pubco, IWAC PURCHASER MERGER SUB INC., as Purchaser Merger Sub, REFRESHING USA MERGER SUB LLC as Company Merger Sub, IWH SPONSOR LP, in the capacity as the Purchaser Representative, REFRESHING USA, LLC, as the Company, and RYAN WEAR in the capacity as th |
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| February 16, 2023 |
TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among INTEGRATED WELLNESS ACQUISITION CORP as Purchaser, IWAC HOLDINGS INC., as Pubco, IWAC PURCHASER MERGER SUB INC., as Purchaser Merger Sub, REFRESHING USA MERGER SUB LLC as Company Merger Sub, IWH SPONSOR LP, in the capacity as the Purchaser Representative, REFRESHING USA, LLC, as the Company, and RYAN WEAR in the capacity as th |
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| February 16, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023 by and among (i) IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Refreshing USA, Inc.” (together with its successors, “Pubco”), (ii) IWH |
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| February 16, 2023 |
Exhibit 10.1 FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of February 10, 2023 by and among (i) Integrated Wellness Acquisition Corp, an exempted company incorporated in the Cayman Islands with limited liability (together with its successors, the “Purchaser”), (ii) Refreshing USA, LLC, a Washington limited liability company (the “Company”), and (iii) the undersigned |
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| February 16, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023 by and among (i) IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) (the “Closing”) as “Refreshing USA, Inc.” (together with its successors, “Pubco”), (ii) IWH |
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| February 16, 2023 |
Exhibit 10.3 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 10, 2023, by the undersigned member of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of IWAC Holdings Inc., a Delaware corporation which will be known after the consummation of the tr |
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| February 14, 2023 |
KYG4828B1005 / Integrated Wellness Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Integrated Wellness Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Integrated Wellness Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Integrated Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G4828B126 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stateme |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INTEGRATED WELLNESS ACQUISITION CORP (Name of Issuer) Class A ordinary shares, par value $.0001 per share (Title of Class of Securities) G4828B100 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 10, 2023 |
Exhibit 99.2 Refreshing USA LLC, a National US Independent Automated Unattended Retailer, Announces Plans to Go Public via Merger with Integrated Wellness Acquisition Corp · Refreshing USA, LLC (“Refreshing USA”) has entered into a merger agreement with Integrated Wellness Acquisition Corp (NYSE: WEL) · The combined company, which will be named Refreshing USA, will have an implied Pro-forma enterp |
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| February 10, 2023 |
Exhibit 99.1 Automated Vending & Unattended Retail Feb 2023 Investor Deck — Confidential Refreshing USA + Integrated Wellness Disclaim e r This Presentation has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Integrated Wellness Acquisition Corp . (“WEL”) and Refreshing USA LLC (the “Company”), and IWAC Holdings Inc . (“P |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| February 10, 2023 |
Exhibit 99.2 Refreshing USA LLC, a National US Independent Automated Unattended Retailer, Announces Plans to Go Public via Merger with Integrated Wellness Acquisition Corp · Refreshing USA, LLC (“Refreshing USA”) has entered into a merger agreement with Integrated Wellness Acquisition Corp (NYSE: WEL) · The combined company, which will be named Refreshing USA, will have an implied Pro-forma enterp |
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| February 10, 2023 |
Exhibit 99.1 Automated Vending & Unattended Retail Feb 2023 Investor Deck — Confidential Refreshing USA + Integrated Wellness Disclaim e r This Presentation has been prepared in connection making an evaluation with respect to a proposed business combination (the “Transaction”) between Integrated Wellness Acquisition Corp . (“WEL”) and Refreshing USA LLC (the “Company”), and IWAC Holdings Inc . (“P |
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| February 10, 2023 |
KYG4828B1005 / Integrated Wellness Acquisition Corp. / Weiss Asset Management LP Passive Investment SC 13G 1 wel13g31dec2022.htm =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* INTEGRATED WELLNESS ACQUISITION CORP - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Title of Class of Securities) G4828 |
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| February 10, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| December 12, 2022 |
INTEGRATED WELLNESS ACQUISITION CORP 148 N Main Street Florida, NY 10921 INTEGRATED WELLNESS ACQUISITION CORP 148 N Main Street Florida, NY 10921 December 12, 2022 VIA EDGAR U. |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41 |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4113 |
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| April 1, 2022 |
NT 10-K 1 d479975dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor |
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| April 1, 2022 |
Description of Registered Securities. (4) EX-4.5 2 d479975dex45.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Integrated Wellness Acquisition Corp (“we,” “our,” “us” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (th |
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| April 1, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41131 |
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| February 9, 2022 |
SC 13G 1 d307451dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Integrated Wellness Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G4828B 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) C |
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| February 9, 2022 |
EX-99.1 2 d307451dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of Integrated Wellness Acqu |
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| January 13, 2022 |
Exhibit 99.1 Integrated Wellness Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 18, 2022 New York, NY, January 12, 2022 (GLOBE NEWSWIRE) ? Integrated Wellness Acquisition Corp (NYSE: WEL.U) (the ?Company?) announced today that, commencing January 18, 2022, holders of the units sold in the Company?s initial public offering may elect t |
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| January 13, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2022 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incorp |
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| December 17, 2021 |
EX-99.1 2 d253123dex991.htm EX-99.1 Exhibit 99.1 INTEGRATED WELLNESS ACQUISITION CORP INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 13, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Integrated Wellness Acquisition Corp Florida, NY Opini |
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| December 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1615488 (State or other jurisdiction of incor |
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| December 17, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Integrated Wellness Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G4828B126 (CUSIP Number) December 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 13, 2021 |
EX-99.2 11 d269086dex992.htm EX-99.2 Exhibit 99.2 Integrated Wellness Acquisition Corp Announces Closing of $115 Million Initial Public Offering, Including the Full Exercise of the Over-Allotment Option New York, NY, December 13, 2021 (Globe Newswire) – Integrated Wellness Acquisition Corp (the “Company”) today announced the closing of its initial public offering of 11,500,000 units, at a price of |
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| December 13, 2021 |
EX-10.5 9 d269086dex105.htm EX-10.5 Exhibit 10.5 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 8, 2021, is entered into by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and IWH Sponsor LP, |
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| December 13, 2021 |
EX-4.1 4 d269086dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT INTEGRATED WELLNESS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY December 8, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York cor |
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| December 13, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. (3) EX-3.1 3 d269086dex31.htm EX-3.1 Exhibit 3.1 Companies Act (Revised) Company Limited by Shares Integrated Wellness Acquisition Corp AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (adopted by way of special resolution dated 8 December 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association (adopted by way of special resolutions dated 8 December 2021) o |
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| December 13, 2021 |
Underwriting Agreement, dated December 8, 2021, by and between the Company and BTIG, LLC. (3) EX-1.1 2 d269086dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between INTEGRATED WELLNESS ACQUISITION CORP and BTIG, LLC Dated December 8, 2021 INTEGRATED WELLNESS ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York December 8, 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersig |
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| December 13, 2021 |
Integrated Wellness Acquisition Corp Announces Pricing of $100 Million Initial Public Offering EX-99.1 10 d269086dex991.htm EX-99.1 Exhibit 99.1 Integrated Wellness Acquisition Corp Announces Pricing of $100 Million Initial Public Offering New York, NY, December 8, 2021 (Globe Newswire) – Integrated Wellness Acquisition Corp (the “Company”) today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. The units will be listed on the New York S |
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| December 13, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2021, by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration |
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| December 13, 2021 |
EX-10.4 8 d269086dex104.htm EX-10.4 Exhibit 10.4 Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 December 8, 2021 IWH Sponsor LP 148 N Main Street Florida, NY 10921 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) and IWH Sponsor LP (“Sponsor”), date |
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| December 13, 2021 |
EX-10.3 7 d269086dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), IWH Sponsor LP, a Delaware limited partnership (the “Sponsor”), and the other parties listed on the signature |
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| December 13, 2021 |
8-K 1 d269086d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2021 (December 8, 2021) INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 001-41131 98-1 |
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| December 13, 2021 |
EX-10.1 5 d269086dex101.htm EX-10.1 Exhibit 10.1 December 8, 2021 Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Integrated |
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| December 9, 2021 |
$100,000,000 Integrated Wellness Acquisition Corp 10,000,000 Units 424B4 1 d208572d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424 (b)(4) Registration No. 333-260713 PROSPECTUS $100,000,000 Integrated Wellness Acquisition Corp 10,000,000 Units Integrated Wellness Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapita |
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| December 8, 2021 |
As filed with the United States Securities and Exchange Commission on December 8, 2021. S-1/A 1 d208572ds1a.htm S-1/A As filed with the United States Securities and Exchange Commission on December 8, 2021. Registration No. 333-260713 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integrated Wellness Acquisition Corp (Exact name of registrant as specified in its charter) Cayman |
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| December 7, 2021 |
8-A12B 1 d27215d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 98-1615488 (State or other jurisdiction of incorporation |
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| December 6, 2021 |
Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 December 6, 2021 CORRESP 1 filename1.htm Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 December 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Integrated Wellness Acquisition Corp Registration Statement on Form S-1, as amended Filed November 3, 2021 File No |
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| December 6, 2021 |
CORRESP 1 filename1.htm December 6, 2021 VIA EDGAR Todd Schiffman Division of Corporation Finance U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Todd Schiffman Re: Integrated Wellness Acquisition Corp Registration Statement on Form S-1 Filed November 3, 2021, as amended File No. 333-260713 Dear Mr. Schiffman: Pursuant to Rule 4 |
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| November 24, 2021 |
Specimen Unit Certificate. (2) Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- CUSIP G4828B 126 SEE REVERSE FOR CERTAIN DEFINITIONS Integrated Wellness Acquisition Corp UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A |
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| November 24, 2021 |
Form of Amended and Restated Memorandum and Articles of Association.* EX-3.2 Exhibit 3.2 Companies Act (Revised) Company Limited by Shares Integrated Wellness Acquisition Corp AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION (adopted by way of special resolution dated [•] 2021) Companies Act (Revised) Company Limited by Shares Amended and Restated Memorandum of Association (adopted by way of special resolutions dated [•] 2021) of Integrated Wellness Acquisition Corp 1 |
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| November 24, 2021 |
Exhibit 10.8 [?], 2021 Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Integrated Wellness Acquisition Corp, a Cayman Islands |
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| November 24, 2021 |
Form of Nominating and Corporate Governance Committee Charter.* Exhibit 99.3 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP I. Committee Membership The Nominating and Corporate Governance and Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp (the “Company”) shall consist of two or more members of the Board, each of whom the |
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| November 24, 2021 |
Form of Audit Committee Charter.* Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) is to oversee the accounting and financial reporting processes of the Company |
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| November 24, 2021 |
As filed with the United States Securities and Exchange Commission on November 24, 2021. S-1/A 1 d208572ds1a.htm S-1/A As filed with the United States Securities and Exchange Commission on November 24, 2021. Registration No. 333-260713 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integrated Wellness Acquisition Corp (Exact name of registrant as specified in its charter) Cayma |
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| November 24, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 UNDERWRITING AGREEMENT between INTEGRATED WELLNESS ACQUISITION CORP and BTIG, LLC Dated [ ], 2021 INTEGRATED WELLNESS ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York [ ], 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Integrated Wellness Acquisition Corp, a Ca |
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| November 24, 2021 |
Form of Indemnity Agreement. (2) Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pr |
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| November 24, 2021 |
Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF INTEGRATED WELLNESS ACQUISITION CORP 1. |
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| November 24, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INTEGRATED WELLNESS ACQUISITION CORP I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) shall be to oversee the Company’s compensation and employee ben |
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| November 24, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor.* Exhibit 10.5 Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 [ ], 2021 IWH Sponsor LP 148 N Main Street Florida, NY 10921 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”) and IWH Sponsor LP (“Sponsor”), dated as of the date hereof, will confirm our a |
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| November 24, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.* Exhibit 10.3 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and IWH Sponsor LP, a Delaware limited partnership (the ?Purch |
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| November 24, 2021 |
Specimen Class A Ordinary Share Certificate. (2) EX-4.2 5 d208572dex42.htm EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES INTEGRATED WELLNESS ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G4828B 100 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF INTEG |
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| November 24, 2021 |
Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Integrated Wellness Acquisition Corp of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 24, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the ?Company?), IWH Sponsor LP, a Delaware limited partnership (the ?Sponsor?), and the other parties listed on the signature pages hereto and any person or entity who |
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| November 24, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statem |
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| November 24, 2021 |
Specimen Warrant Certificate. (2) EX-4.3 6 d208572dex43.htm EX-4.3 Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Integrated Wellness Acquisition Corp Incorporated Under the Laws of the Cayman Islands CUSIP G4828B 118 Warrant Certificate This Warrant Certificate certifies |
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| November 3, 2021 |
Exhibit 10.7 Integrated Wellness Acquisition Corp c/o Ogier Global (Cayman) Limited 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands July 7, 2021 IWH Sponsor LP c/o Corporation Service Company 251 Little Falls Drive Wilmington DE 19808 New Castle County Unite States of America RE: Securities Subscription Agreement Ladies and Gentlemen: Integrated Wellness Acquisition Corp, a Cayman Isl |
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| November 3, 2021 |
Consent of Hadrien Forterre.** Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Integrated Wellness Acquisition Corp of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 3, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Integrated Wellness Acquisition Corp of the Registration Statement on Form S-1 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT INTEGRATED WELLNESS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, t |
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| November 3, 2021 |
Promissory Note, dated as of July 7, 2021, between the Registrant and the Sponsor.** Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 3, 2021 |
EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Integrated Wellness Acquisition Corp of the Registration Statement on Form S-1(the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a |
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| November 3, 2021 |
S-1 1 d208572ds1.htm S-1 Table of Contents As filed with the United States Securities and Exchange Commission on November 3, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integrated Wellness Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1615488 |
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| November 3, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Integrated Wellness Acquisition Corp of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 3, 2021 |
Memorandum and Articles of Association.** EX-3.1 2 d208572dex31.htm EX-3.1 Exhibit 3.1 Dated 06 July 2021 Companies Act (Revised) Company Limited by Shares Integrated Wellness Acquisition Corp MEMORANDUM OF ASSOCIATION Companies Act (Revised) Company Limited by Shares Memorandum of Association of Integrated Wellness Acquisition Corp 1 The name of the Company is Integrated Wellness Acquisition Corp. 2 The Company’s registered office will b |
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| September 3, 2021 |
EX-4.4 3 filename3.htm Exhibit 4.4 WARRANT AGREEMENT INTEGRATED WELLNESS ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY [•], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant age |
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| September 3, 2021 |
DRS 1 filename1.htm Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on September 3, 2021 and is not being filed under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Integrated Wellness Acquisitio |
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| September 3, 2021 |
Exhibit 3.1 Dated 06 July 2021 Companies Act (Revised) Company Limited by Shares Integrated Wellness Acquisition Corp MEMORANDUM OF ASSOCIATION Companies Act (Revised) Company Limited by Shares Memorandum of Association of Integrated Wellness Acquisition Corp 1 The name of the Company is Integrated Wellness Acquisition Corp. 2 The Company?s registered office will be situated at the office of Ogier |
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| September 3, 2021 |
EX-10.7 5 filename5.htm Exhibit 10.7 Integrated Wellness Acquisition Corp c/o Ogier Global (Cayman) Limited 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands July 7, 2021 IWH Sponsor LP c/o Corporation Service Company 251 Little Falls Drive Wilmington DE 19808 New Castle County Unite States of America RE: Securities Subscription Agreement Ladies and Gentlemen: Integrated Wellness Acquis |
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| September 3, 2021 |
PROMISSORY NOTE Principal Amount: $300,000 Dated as of July 7, 2021 EX-10.6 4 filename4.htm Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S |
