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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Integrated Wellness Acquisition Corp (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G4828B100 (CUSIP Number) |
Jiang Hui Bao c/o Integrated Wellness Acquisition Corp, 1441 Broadway, 6th Floor New York, NY, 10018 (917) 397-7625 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/11/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G4828B100 |
| 1 |
Name of reporting person
Suntone Investment Pty Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
AUSTRALIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
62.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to row 7 and 9: Consisting of 2,000,000 Class B ordinary shares.
Note to row 13: Calculated based upon 1,185,481 Class A ordinary shares outstanding as of December 11, 2024, as reported in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 17, 2024 and assuming the conversion of the 2,000,000 Class B ordinary shares owned by the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Integrated Wellness Acquisition Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
1441 BROADWAY, 6TH FLOOR, NEW YORK,
NEW YORK
, 10018. | |
Item 1 Comment:
Explanatory Note: This Amendment No.1 ("Schedule 13D/A") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 1, 2024 (the "Original Schedule 13D") by Suntone Investment Pty Ltd relating to its beneficial ownership of Class B ordinary shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares") and Class A ordinary shares, par value $0.0001 per share, of the Issuer (the "Class A Ordinary Shares" and, together with the Class B Ordinary Shares, the "Ordinary Shares"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated as follows:
Calculations of the percentage of Class B Ordinary Shares beneficially owned by the Reporting Person is based on 1,185,481 Class A Ordinary Shares issued and outstanding as of December 11, 2024, as reported by the Issuer in its Current Report on Form 8-K filed by the Issuer with the SEC on December 17, 2024 and assuming the conversion of the 2,000,000 Class B Ordinary Shares owned by the Reporting Person. | |
| (b) | Item 5(b) of the Original Schedule 13D is hereby amended and restated as follows:
As of the date hereof, the Reporting Person directly owns, is the beneficial owner of, and has voting and dispositive power with respect to, 2,000,000 Class B Ordinary Shares, which Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holders thereof, and as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-260713), which represents a 62.8% beneficial ownership interest in the Issuer's issued and outstanding Ordinary Shares. | |
| (c) | Not applicable. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by updating previously reported information with respect to the following item:
On December 11, 2024, the Issuer held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the "Meeting"). At the Meeting, a proposal to amend the Issuer's amended and restated memorandum and articles of association, as amended, to extend the date by which the Issuer has to consummate an initial business combination from December 13, 2024 to December 15, 2025 was approved, among other proposals. In connection with the Meeting, shareholders holding 3,069,636 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Issuer's trust account. Following the redemptions, 1,185,481 Class A Ordinary Shares remained outstanding.
Sponsor Letter Agreement
Concurrently with the execution of certain business combination agreement, the Issuer, the Reporting Person, Btab Ecommerce Enterprises, Inc., and certain other Class B shareholders of the Issuer entered into a letter agreement (the "Sponsor Letter Agreement"), pursuant to which, among other things, the Reporting Person agreed to (a) vote in favor of the business combination agreement and the transactions contemplated thereby, (b) waive any adjustment to the conversion ratio set forth in the governing documents of the Issuer and any other anti-dilution or similar protection with respect to their shares and (c) seek to amend the lock-up period in certain insider letter to reduce it to 180 days. The foregoing description of the Sponsor Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Letter Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Ex 10.1 - Sponsor Letter Agreement, dated as of May 30, 2024, by and among Suntone Investment Pty Ltd., Integrated Wellness Acquisition Corp, Btab Ecommerce Group, Inc., and those certain holders of Integrated Wellness Acquisition Corp Class B shares set forth on the signature pages therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 12, 2024). | ||
| SIGNATURE | |
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.
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