Integrated Wellness Acquisition Corp. Faces Delisting, Board Changes

TL;DR

IWAC got Nasdaq delisting notice, board shakeup, and is voting on charter changes. Big trouble brewing.

AI Summary

Integrated Wellness Acquisition Corp. announced on December 11, 2024, that it received a notice from the Nasdaq Stock Market indicating a failure to meet continued listing requirements. The company is also undergoing changes in its board of directors and officers, with the election of new directors and appointment of new officers. Additionally, amendments to its articles of incorporation and bylaws are being made, and matters are being submitted to a vote of security holders.

Why It Matters

This filing indicates potential delisting from Nasdaq, which could significantly impact the liquidity and trading of the company's securities.

Risk Assessment

Risk Level: high — The company has received a notice of delisting from the Nasdaq Stock Market, indicating a significant risk to its continued public trading.

Key Players & Entities

• Integrated Wellness Acquisition Corp. (company) — Filer of the 8-K report
• Nasdaq Stock Market (company) — Exchange where the company is listed and received a delisting notice

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $36.7 million — ust Account. As a result, approximately $36.7 million (approximately $11.96 per share) will b
• $11.96 — roximately $36.7 million (approximately $11.96 per share) will be removed from the Tru

Filing Documents

• tm2429760d1_8k.htm (8-K) — 53KB
• tm2431224d1_ex3-1.htm (EX-3.1) — 6KB
• tm2431224d1_ex99-1.htm (EX-99.1) — 8KB
• 0001104659-24-129359.txt ( ) — 299KB
• wel-20241211.xsd (EX-101.SCH) — 3KB
• wel-20241211_def.xml (EX-101.DEF) — 27KB
• wel-20241211_lab.xml (EX-101.LAB) — 36KB
• wel-20241211_pre.xml (EX-101.PRE) — 25KB
• tm2429760d1_8k_htm.xml (XML) — 6KB

01 Notice of

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 13, 2024, Integrated Wellness Acquisition Corp (the " Company ") 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 Company's securities from the NYSE due to the Company's failure to consummate a business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years following the closing of the Company's initial public offering. Trading in the Company's securities was suspended immediately after market close on December 13, 2024. Following suspension of trading on NYSE, the Company's units, Class A ordinary shares and warrants will be eligible to trade on the OTC Markets under the ticker symbols "WELUF," "WELNF," and "WELWF," respectively. The NYSE will apply to the Securities and Exchange Commission to delist the Company's securities upon completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation staff's decision. As indicated in the letter, the Company has the right to request that NYSE's delisting determination be reviewed by a Committee of the Board of Directors of the NYSE, which the Company may pursue. The delisting process does not affect the Company's business operations. The Company will remain a reporting entity under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), ensuring continued disclosure of financial and operational information. The Company intends to apply to list on the Nasdaq Stock Market (the " Nasdaq ") in connection with the closing of its initial business combination.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 16, 2024, Suren Ajjarapu resigned as Chief Executive Officer of the Company, effective immediately. His resignation was not due to any disagreement with the Company. After his resignation, he will continue to serve as director of the Company. On the same day, the board of directors of the Company appointed Matthew Malriat, the Company's current Chief Financial Officer, to also serve as the Company's Chief Executive Officer. There are no family relationships between Mr. Malriat and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr. Malriat that are subject to disclosure under Item 404(a) of Regulation S-K.

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure contained in

07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03

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

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 11, 2024, the Company held an extraordinary general meeting in lieu of an annual 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, as amended (the " Charter Amendment "), to extend the date by which the Company has to consummate an initial business combination from December 13, 2024 to December 15, 2025 (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, as amended, to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than December 15, 2025 (the " Liquidation Amendment Proposal "); (c) a proposal to ratify, by way of ordinary resolution, the selection by the audit committee of the Board of BDO USA, LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2024 (the " Auditor Ratification Proposal "); and (d) 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 public shareholders have elected to redeem an amount of shares in connection with the Extension Amendment Proposal and the Liquidation Amendment Proposal such that if such redemptions were consummated, the Company would not adhere to the continued listing requirements of the New York Stock Exchange, an

01 Financial Statements and Exhibits

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, as amended 99.1 Press Release, dated December 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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/ Matthew Malriat Name: Matthew Malriat Title: Chief Executive Officer Dated: December 17, 2024

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View this 8-K filing on SEC EDGAR