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Washington, D.C. 20549








Date of Report (Date of earliest event reported): June 2, 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.)


59 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 June 7, 2023, Integrated Wellness Acquisition Corp (the “Company”) issued a promissory note (the “Note”) in the aggregate principal amount of up to $960,000 (the “Extension Funds”) to IWH Sponsor LP, a Delaware limited partnership, the Company’s sponsor (the “Sponsor”), pursuant to which the Extension Funds will be deposited into the Company’s trust account (the “Trust Account”) for the benefit of each outstanding Class A ordinary share of the Company (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from June 13, 2023 to December 13, 2023.


The Company will deposit $160,000 per month into the Trust Account, which equates to approximately $0.03 per remaining Public Share, for each calendar month (commencing on June 13, 2023 and ending on the 12th day of each subsequent month) until December 13, 2023, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $960,000.


The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, and (b) the date of the liquidation of the Company.


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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.


Item 5.07 Submission of Matters to a Vote of Security Holders.


On June 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:


(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Extension Amendment Proposal”);





(b) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than December 13, 2023(the “Liquidation Amendment Proposal”); and


(c) a proposal to approve by ordinary resolution the adjournment of the Meeting i) to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals; or ii) sine die in the event that the holders of public shares have elected to redeem an amount of shares in connection with the forgoing proposals such that if such redemptions were consummated, the Company would not adhere to the continued listing requirements of the New York Stock Exchange, and the Board therefore determines that approval of the Extension Amendment Proposal and the Liquidation Amendment Proposal is no longer in the best interests of the Company, and in such event the Company will ask its shareholders to vote only upon the Adjournment Proposal and not on the Extension Amendment Proposal or the Liquidation Amendment Proposal (the “Adjournment Proposal”).


The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.


1. Extension Amendment Proposal


For   Against   Abstain
12,119,286   251,055   0


Accordingly, the Extension Amendment Proposal was approved.


2. Liquidation Amendment Proposal


For   Against   Abstain
12,119,286   251,055   0


Accordingly, the Liquidation Amendment Proposal was approved.


As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.


Shareholders holding 6,108,728 of the Company’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $64,980,943.32 (approximately $10.64 per share) will be removed from the Trust Account to pay such holders.


The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on June 5, 2023. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
3.1   Amendments to the Amended and Restated Memorandum and Articles of Association of the Company
10.1   Promissory Note Issued to IWH Sponsor LP, dated June 7, 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: June 7, 2023