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Washington, D.C. 20549








Date of Report (Date of earliest event reported): March 13, 2023



(Exact name of registrant as specified in its charter)


Cayman Islands   001-41131   98-1615488
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)


148 N Main Street

Florida, NY 10921

(Address of principal executive offices, including zip code)


Registrant’s telephone number, including area code: (845) 651-5039


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant   WEL.U   The New York Stock Exchange
Class A ordinary shares included as part of the units   WEL   The New York Stock Exchange
Redeemable warrants included as part of the units   WEL.WS   The New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01. Entry into a Material Definitive Agreement.


On March 13, 2023, Integrated Wellness Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $1.15 million (the “Extension Payment”) to IWH Sponsor LP (the “Sponsor”) in connection with the Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before June 13, 2023 (unless extended to September 13, 2023) or such later liquidation date as may be approved by the Company’s stockholders.


The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.


Item 8.01. Other Events.


On March 14, 2023, the Company issued a press release announcing that the Sponsor had deposited an aggregate of $1.15 million (representing $0.10 per public share) into the Company’s trust account for its public stockholders. The deposit enables the Company to extend the date by which the Company has to complete its initial business combination from March 13, 2023 to June 13, 2023 (the “Extension”). The Extension is the first of two three-month automatic extensions permitted under the Company’s governing documents and provides the Company with additional time to complete its initial business combination with Refreshing USA, LLC.


A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits


10.1   Promissory Note, dated March 13, 2023
99.1   Press Release, dated March 14, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Integrated Wellness Acquisition Corp  
By: /s/ Steven Schapera  
  Name: Steven Schapera  
  Title: Chief Executive Officer  


Dated: March 14, 2023