Integrated Wellness Acquisition Corp DEFA14A Filing

FAQ

Key Financial Figures

• $0.0001 — ,481 Class A ordinary shares, par value $0.0001 per share, and 2,875,000 Class B ordina
• $10.00 — on in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of
• $115,000,000 — per Unit, generating gross proceeds of $115,000,000. Each Unit consists of one Public Share
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment (see N
• $1.00 — vate Placement Warrants") at a price of $1.00 per Private Placement Warrant in a priv
• $6,850,000 — Prior Sponsor"), generating proceeds of $6,850,000. Transaction costs of the IPO amounted
• $6,822,078 — ransaction costs of the IPO amounted to $6,822,078, consisting of $2,300,000 of underwriti
• $2,300,000 — O amounted to $6,822,078, consisting of $2,300,000 of underwriting discount, $4,025,000 of
• $4,025,000 — of $2,300,000 of underwriting discount, $4,025,000 of deferred underwriting discount, and
• $497,078 — of deferred underwriting discount, and $497,078 of offering costs. Of these amounts, $3
• $302,696 — 78 of offering costs. Of these amounts, $302,696 was allocated to the Public Warrants an
• $6,519,382 — against additional paid-in capital and $6,519,382 were allocated to Class A ordinary shar
• $160,000 — including monthly extension payments of $160,000, (ii) the costs and expenses for the Co
• $3,676,223 — signee and affiliate of Sriram has paid $3,676,223 for the Company's outstanding obligatio
• $117,300,000 — IPO on December 13, 2021, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds

Filing Documents

• tm2532762d1_defa14a.htm (DEFA14A) — 417KB
• 0001104659-25-118484.txt ( ) — 418KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION 1 Item 1.

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 1 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 2 Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) 4 Notes to Condensed Consolidated Financial Statements (unaudited) 5 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 25 Item 4.

Controls and Procedures

Controls and Procedures. 25

– OTHER INFORMATION

PART II – OTHER INFORMATION 26 Item 1.

Legal Proceedings

Legal Proceedings 26 Item 1A.

Risk Factors

Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27

SIGNATURES

SIGNATURES 28 Table of Contents

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements INTEGRATED WELLNESS ACQUISITION CORP CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2025 2024 (unaudited) ASSETS Current assets Cash $ — $ 5,141 Due from related party 2,605 1,341 Total Current Assets 2,605 6,482 Non-current assets: Restricted Cash and Cash held in Trust Account 15,044,640 14,215,318 Total Non-current Assets 15,044,640 14,215,318 TOTAL ASSETS $ 15,047,245 $ 14,221,800 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT Current liabilities Accrued expenses $ 2,491,816 $ 1,943,887 Accounts payable 480,483 416,320 Due to related party 233,229 233,229 Promissory note – Suntone 3,676,223 2,933,387 Promissory note–related party 1,790,000 1,790,000 Total Current Liabilities 8,671,752 7,316,823 Non-current liabilities: Deferred underwriter's fee payable 4,025,000 4,025,000 Total Noncurrent Liabilities 4,025,000 4,025,000 Total Liabilities 12,696,752 11,341,823 Commitments and Contingencies (Note 5) Class A ordinary shares subject to possible redemption, $0.0001 par value; 1,185,481 shares issued and outstanding at redemption value 15,044,640 14,215,318 Shareholders' Deficit Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares subject to possible redemption, $0.0001 par value; 479,000,000 shares authorized; no shares issued and outstanding (excluding 1,185,481 shares subject to possible redemption) — — Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding 288 288 Additional paid-in capital — — Accumulated deficit (12,694,435) (11,335,628) Total Shareholders' Deficit (12,694,147) (11,335,340) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDER

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