Suntone Investment Files SC 13D for Integrated Wellness Acquisition Corp

TL;DR

**Suntone Investment just took a big stake in Integrated Wellness Acquisition Corp. Watch this space.**

AI Summary

Suntone Investment Pty Ltd, through its CEO Jiang Hui Bao, has filed a Schedule 13D on March 1, 2024, indicating a change in beneficial ownership of Integrated Wellness Acquisition Corp. The filing does not specify the exact number of shares or dollar amounts involved, but it signifies a significant stake taken by Suntone Investment in the company.

Why It Matters

This filing signals a substantial investment or change in control interest by Suntone Investment Pty Ltd in Integrated Wellness Acquisition Corp, potentially impacting the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Suntone Investment Pty Ltd (company) — Filing entity
• Integrated Wellness Acquisition Corp (company) — Subject company
• Jiang Hui Bao (person) — CEO of Suntone Investment Pty Ltd and authorized contact
• Andrew Tucker (person) — Legal counsel for Suntone Investment Pty Ltd

FAQ

Key Financial Figures

• $0.0001 — r) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti
• $1 — ially owned by the Reporting Person was $1. The source of these funds was working
• $160,000 — 13, 2023 including monthly payments of $160,000; (iii) the costs and expenses for the I
• $125,000 — to loan to the Issuer the lesser of (i) $125,000 and (ii) $0.045 per public share that r
• $0.045 — uer the lesser of (i) $125,000 and (ii) $0.045 per public share that remain outstandin

Filing Documents

• tm246790d1_sc13d.htm (SC 13D) — 42KB
• 0001104659-24-029811.txt ( ) — 43KB

Security and Issuer

Item 1. Security and Issuer. This A Ordinary Shares”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Issuer”), whose principal executive offices are located at 59 N. Main Street, Suite 1, Florida, NY 10921.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed by Suntone Investment Pty Ltd (the “Reporting Person”). (b) The principal business address for the Reporting Person is c/o Integrated Wellness Acquisition Corp, 59 N. Main Street, Suite 1, Florida, NY 10921. (c) During the last five years, none of the Reporting Person has been convicted in a criminal proceeding. (d) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (e) The Reporting Person is a proprietary limited company under the laws of Australia

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase price of the Class A Ordinary Shares currently beneficially owned by the Reporting Person was $1. The source of these funds was working capital of Suntone Investment Pty Ltd (the “Sponsor”).

Purpose of Transaction

Item 4. Purpose of Transaction. The Class A Ordinary Shares purchased by the Sponsor and beneficially owned by the Reporting Person have been acquired for investment purposes. Purchase and Sponsor Handover Agreement On November 8, 2023, the Issuer entered into a purchase agreement (the “Purchase Agreement”) with IWH Sponsor LP, a Delaware limited partnership, the Issuer’s current sponsor (the “Sponsor”) and Sriram Associates, LLC (the “Acquirer”), pursuant to which, the Sponsor agreed to transfer to the Acquirer’s designee Suntone Investment Pty Ltd (i) 2,012,500 of the Issuer’s Class A Ordinary Shares and (ii) 4,795,000 of the Issuer’s private placement warrants for a total purchase price of one dollar (the “Transfer”). In connection with the Transfer, the Acquirer may, in its sole discretion, replace any new officers or directors to the Issuer and the Issuer agreed to take such actions necessary to effectuate such changes (the “Management Change”). The Transfer, the Management Change and the other transactions contemplated by the Purchase Agreement are hereinafter referred to as the “Sponsor Handover.” The consummation of the Sponsor Handover is subject to a number of conditions, including but not limited to: (i) the Issuer’s board of directors shall have approved the Transfer; (ii) the members of the Sponsor shall have approved such transfer in accordance with the operating agreement of the Sponsor; (iii) payment by the Acquirer of the costs associated with the Issuer’s existing extension; (iv) the Issuer shall have filed (or be in the process of filing) its Form 10-Q for the quarter ended September 30, 2023; and (v) the underwriters for the Issuer’s initial public offering shall have either waived their rights or have agreed to amend the deferred underwriting commission specified therein under the underwriting agreement, dated December 8, 2021,

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – Calculations of the percentage of Class A Ordinary Shares beneficially owned is based on 2,875,000 Class A. (b) Ordinary Shares as of the Record Date, as reported in the Issuer’s 14f-1, filed with the SEC on February 1, 2024. (c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transactions in the Class A Ordinary Shares in the past 60 days. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On November 8, 2023, the Reporting Person and the Issuer entered the Agreement described in Item 4 above. The Agreement is filed as Exhibit 10.1 hereto and incorporated by herein reference.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit No. Description 10.1 Purchase and Sponsor Handover Agreement, dated November 8, 2023, by and among Sriram Associates, LLC, Integrated Wellness Acquisition Corp, and IWH Sponsor LP. 4

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 28, 2024 Suntone Investment Pty Ltd By: /s/ Jiang Hui Bao Name: Jiang Hui Bao Title: Chief Executive Officer 5

View Full Filing

View this SC 13D filing on SEC EDGAR