Integrated Wellness Acquisition Corp Files DEF 14A Proxy Statement

TL;DR

IWAC filed its proxy statement. Shareholders vote soon.

AI Summary

Integrated Wellness Acquisition Corp is filing a Definitive Proxy Statement (DEF 14A) on November 20, 2024, for its fiscal year ending December 31, 2024. The company, located at 1441 Broadway, 6th Floor, New York, NY 10018, is soliciting proxies from its shareholders. The filing pertains to matters to be discussed at a shareholder meeting, though specific proposals are not detailed in this excerpt.

Why It Matters

This filing is crucial for shareholders as it outlines the company's governance and proposals to be voted on, impacting their investment decisions and the company's future direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would immediately impact stock price.

Key Numbers

• 001-41131 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Registrant
• 1441 Broadway, 6th Floor, New York, NY 10018 (location) — Company Address
• November 20, 2024 (date) — Filing Date
• December 31, 2024 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.0001 — our class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary
• $0 — ompany’s Class A ordinary shares, $0.0001, par value per share included in t
• $125,000 — agreed to loan to us the lesser of (i) $125,000 and (ii) $0.045 per Public Share that r
• $0.045 — us the lesser of (i) $125,000 and (ii) $0.045 per Public Share that remain outstandin
• $0.03 — posited per share will be approximately $0.03 per share. However, if 1,255,117 Public
• $0.042 — thly amount deposited per share will be $0.042 per share. Assuming the M&A Amendment
• $11.90 — rent redemption amount of approximately $11.90 per share, the redemption amount per sh
• $12.26 — quent liquidation will be approximately $12.26 per share if all of our Public Shares r
• $12.40 — ing after redemptions, or approximately $12.40 per share if 3,000,000 Public Shares re
• $100,000 — released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses
• $50.64 million — t in the Trust Account of approximately $50.64 million as of the Record Date (including accrue
• $11.88 — Stock Exchange on November 12, 2024 was $11.88. Accordingly, if the market price were
• $0.02 m — esult in a public shareholder receiving $0.02 more for each share than if such sharehol
• $5,000,001 — having net tangible assets of at least $5,000,001 as at the date of this special resolusi

Filing Documents

• tm2427270d2_def14a.htm (DEF 14A) — 459KB
• tm2427270d2_def14aimg001.jpg (GRAPHIC) — 109KB
• tm2427270d2_def14aimg002.jpg (GRAPHIC) — 180KB
• 0001104659-24-121028.txt ( ) — 842KB

From the Filing

DEF 14A 1 tm2427270d2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 INTEGRATED WELLNESS ACQUISITION CORP (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. INTEGRATED WELLNESS ACQUISITION CORP 1441 Broadway, 6th Floor New York, NY 10018 (917) 397-7625 Dear Shareholders: On behalf of the board of directors (the “ Board ”) of Integrated Wellness Acquisition Corp (the “ Company ,” “ we ” or similar terminology), I invite you to attend an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “ Meeting ”). The Meeting will be held at 10:00 a.m. Eastern Time on December 11, 2024, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 15 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. As discussed in the enclosed proxy statement, the purpose of the Meeting is to consider and vote upon the following proposals: (i) Proposal 1 — A proposal to amend by special resolution (the “ Extension Amendment ”) the Company’s amended and restated memorandum and articles of association, as amended prior to the date hereof (the “ M&A ”) in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination (the “ Extension ”) from December 13, 2024 (the “ Termination Date ”) to December 15, 2025 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “ Extended Date ”) (such period, the “ Extension Period ” and such proposal, the “ Extension Amendment Proposal ”); (ii) Proposal 2 — A proposal to amend by special resolution (the “ Liquidation Amendment ”, and together with the Extension Amendment, the “ M&A Amendments ”) the M&A in the form set forth in Annex A to the accompanying proxy statement to permit our Board, in its sole discretion, to elect to wind up our operations on, or on an earlier date than December 15, 2025 (including prior to December 13, 2024) (the “ Liquidation Amendment Proposal ”); (iii) Proposal 3 — A proposal to ratify, by way of ordinary resolution, the selection by the audit committee of the Board of BDO USA, LLP (“ BDO ”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2024 (the “ Auditor Ratification Proposal ”); and (iv) Proposal 4 —  A proposal to approve by ordinary resolution the adjournment of the Meeting a) 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 b) sine die in the event that the holders of public shares (defined below) have elected to redeem an amount of shares in connection with the M&A Amendment Proposals (defined below) 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 M&A Amendment Proposals 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, the Liquidation Amendment Proposal or the Auditor Ratification Proposal (the “ Adjournment Proposal ”). Approval of the Extension Amendment Proposal and the Liquidation Amendment Proposal (together, the “ M&A Amendment Proposals ”) are each conditioned on one another. This means that unless both proposals are approved by the shareholders, none of the M&A Amendment Proposals will take effect. 2 Each of the M&A Amendment Proposals, the Auditor Ratification Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Only holders of record

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