Integrated Wellness Acquisition Corp. Files 8-K

TL;DR

IWAC filed an 8-K on Jan 14, 2025, detailing material agreements and equity sales.

AI Summary

Integrated Wellness Acquisition Corp. entered into a material definitive agreement on January 14, 2025, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial activity and potential new obligations for Integrated Wellness Acquisition Corp., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial risks and complexities.

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Registrant
• January 14, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $1,500,000 — the aggregate principal amount of up to $1,500,000 to Sriram Associates, LLC, a Delaware l
• $4,000,000 — the aggregate principal amount of up to $4,000,000 to Suntone Investment Pty Ltd, an Austr
• $1.5 million — ct to convert up to a maximum amount of $1.5 million of the unpaid principal balance under t
• $1.00 — (y) the conversion price of One Dollar ($1.00), rounded up to the nearest whole numbe

Filing Documents

• tm253296d1_8k.htm (8-K) — 35KB
• tm253296d1_ex10-1.htm (EX-10.1) — 33KB
• 0001104659-25-004098.txt ( ) — 300KB
• wel-20250114.xsd (EX-101.SCH) — 3KB
• wel-20250114_def.xml (EX-101.DEF) — 27KB
• wel-20250114_lab.xml (EX-101.LAB) — 36KB
• wel-20250114_pre.xml (EX-101.PRE) — 25KB
• tm253296d1_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 13, 2023, Integrated Wellness Acquisition Corp (the "Company") issued a promissory note (the "Original Note") in the aggregate principal amount of up to $1,500,000 to Sriram Associates, LLC, a Delaware limited liability company ("Sriram"). On January 14, 2025, the Company issued an amended and restated promissory note (the "Note") in the aggregate principal amount of up to $4,000,000 to Suntone Investment Pty Ltd, an Australian proprietary limited company (the "Sponsor"). This Note amends and restates in its entirety the Original Note which was previously issued by the Company to Sriram, as assigned to the Sponsor on June 18, 2024. The Sponsor may elect to convert up to a maximum amount of $1.5 million of the unpaid principal balance under this Note relating to working capital expenses into such number of ordinary shares (the "Conversion Shares") equal to: (x) the portion of the principal amount of this Note being converted divided by (y) the conversion price of One Dollar ($1.00), rounded up to the nearest whole number of ordinary shares. The Conversion Shares shall be issued upon the consummation of the Company's initial business combination. 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.

03

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

01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03

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

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure contained in

01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02

Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Promissory Note Issued to Suntone Investment Pty Ltd, dated as of January 14, 2025 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: January 16, 2025

View Full Filing

View this 8-K filing on SEC EDGAR