UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 14, 2025
INTEGRATED WELLNESS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41131 | | 98-1615488 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1441 Broadway, 6th Floor
New York, NY 10018
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (917) 397-7625
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | | WEL.U | | The New York Stock Exchange |
| Class A ordinary shares included as part of the units | | WEL | | The New York Stock Exchange |
| Redeemable warrants included as part of the units | | WEL.WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| 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.
| 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 Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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
