Integrated Wellness Acquisition Corp Files 2023 10-K

TL;DR

IWAC filed its 2023 10-K: $2.875M working capital loans, $11.5M sponsor financing, $4.25M related party debt. #SPAC

AI Summary

Integrated Wellness Acquisition Corp filed its 2023 10-K on April 2, 2024, reporting a fiscal year end of December 31, 2023. The company's primary business address is 642 Evelyn Avenue, East Meadow, NY. Key financial data points include $2,875,000 in working capital loans and $11,500,000 in sponsor-related financing, with $4,255,117 in related party debt as of the fiscal year end.

Why It Matters

This filing provides a comprehensive overview of Integrated Wellness Acquisition Corp's financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's performance and future prospects.

Risk Assessment

Risk Level: medium — As a SPAC, the company's primary risk is its ability to identify and complete a business combination within its specified timeframe, which is a common challenge for such entities.

Key Numbers

• $2.875B — Working Capital Loans (Amount available for operations and business combination expenses.)
• $11.5B — Sponsor Financing (Indicates financial support from the sponsor.)
• $4.255B — Related Party Debt (Debt owed to related parties, important for understanding financial structure.)

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Filer of the 10-K
• 2023-12-31 (date) — Fiscal year end
• 2024-04-02 (date) — Filing date
• 642 Evelyn Avenue, East Meadow, NY (location) — Business address
• $2,875,000 (dollar_amount) — Working Capital Loans
• $11,500,000 (dollar_amount) — Sponsor financing
• $4,255,117 (dollar_amount) — Related Party Debt
• Sriram Associates Llc (company) — Related party involved in purchase agreement

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — able for one Class A ordinary share for $11.50 per share WEL WS The New York Stock
• $117,300,000 — sed trust account in which an amount of $117,300,000 ($10.20 per unit) from the net proceeds
• $10.20 — unt in which an amount of $117,300,000 ($10.20 per unit) from the net proceeds of the
• $10.00 — hare. The units were sold at a price of $10.00 per unit, generating gross proceeds to
• $115,000,000 — rating gross proceeds to the Company of $115,000,000. Simultaneously with the closing of ou
• $1.00 — ur prior sponsor at a purchase price of $1.00 per private placement warrant, generati
• $6,850,000 — t warrant, generating gross proceeds of $6,850,000. A total of $117,300,000 (equal to $10
• $112,700,000 — equal to $10.20 per unit), comprised of $112,700,000 of the proceeds from our initial public
• $4,600,000 — ds from our initial public offering and $4,600,000 of the proceeds of the sale of the priv
• $4.5 — lling business opportunities across the $4.5 trillion global wellness landscape. Hig

Filing Documents

• wel-20231231x10k.htm (10-K) — 1274KB
• wel-20231231xex31d1.htm (EX-31.1) — 14KB
• wel-20231231xex31d2.htm (EX-31.2) — 13KB
• wel-20231231xex32d1.htm (EX-32.1) — 8KB
• wel-20231231xex32d2.htm (EX-32.2) — 8KB
• wel-20231231xex97.htm (EX-97) — 26KB
• wel-20231231xex99d1.htm (EX-99.1) — 41KB
• wel-20231231xex99d2.htm (EX-99.2) — 46KB
• wel-20231231xex99d3.htm (EX-99.3) — 16KB
• 0001410578-24-000421.txt ( ) — 5102KB
• wel-20231231.xsd (EX-101.SCH) — 48KB
• wel-20231231_cal.xml (EX-101.CAL) — 26KB
• wel-20231231_def.xml (EX-101.DEF) — 195KB
• wel-20231231_lab.xml (EX-101.LAB) — 307KB
• wel-20231231_pre.xml (EX-101.PRE) — 269KB
• wel-20231231x10k_htm.xml (XML) — 585KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 20 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 25 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 25 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 25 Item 9A.

Controls and Procedures

Controls and Procedures. 26 Item 9B. Other Information. 27 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 27 PART III Item 10. Directors, Executive Officers and Corporate Governance. 28 Item 11.

Executive Compensation

Executive Compensation. 33 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 33 Item 13. Certain Relationships and Related Transactions, and Director Independence. 36 Item 14. Principal Accountant Fees and Services. 38 PART IV 39 Item 15. Exhibit and Financial Statement Schedules. 39 Item 16. Form 10-K Summary. 39 i Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates," "expects," "intends," "plans," "may," "will," "potential," "projects," "predicts," "continue," or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management's current expectations, but actual results may differ materially due to various factors, including, but not limited to: our ability to complete an initial business combination; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as

Business

Item 1. Business. Overview Integrated Wellness Acquisition Corp is a blank check company incorporated as a Cayman Island exempted company and formed for the purpose of effecting an initial business combination. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto. Initial Public Offering On December 13, 2021, we consummated our initial public offering of 11,500,000 units. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company, with each warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per whole share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $115,000,000. Simultaneously with the closing of our initial public offering, we completed the private sale of an aggregate of 6,850,000 warrants to our prior sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds of $6,850,000. A total of $117,300,000 (equal to $10.20 per unit), comprised of $112,700,000 of the proceeds from our initial public offering and $4,600,000 of the proceeds of the sale of the private placement warrants, was placed in the trust account maintained by Continental, acting as trustee. Termination of Business Combination On February 10, 2023, the Company entered into the merger agreement with Refreshing USA, LLC ("Refreshing"), Pubco, Purchaser Merger Sub, Refreshing Merger Sub, our prior sponsor in the capacity as the Purchaser Representative and Ryan Wear in the capacity as the Seller Representative (the "Merger Agreement"). Refreshing is a national provider of vending services to education, healthcare, business & industry, sports & leisure and corrections clients. It oversees multiple subsidiaries and businesses across the United States that operate vending assets and services and estimates that it serves hundr

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