{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-022900","form_type":"8-K","ticker":"WELNF","cik":"0001877557","company_name":"Integrated Wellness Acquisition Corp","filed_at":"2023-02-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:47.310711+00:00","generated_at":"2026-06-19T09:47:11.414858+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"SPAC IWAC enters $160M merger with vending/water company Refreshing USA","bullets":["Consideration: ~$160M in Pubco common stock, with 15% held in escrow for adjustments and indemnification.","Earnout: up to 4M additional shares based on $20M (2023) and $30M (2024) adjusted EBITDA targets, or $50 VWAP trigger.","Refreshing provides vending, coffee, water services to education, healthcare, business, sports & corrections clients.","IWAC to re-domicile to Delaware; closing expected by July 31, 2023, subject to shareholder and regulatory approvals.","Lock-up on Merger Consideration shares (180 days from closing); non-competition agreements with key executives."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-022900","json":"https://secwatch.observer/filing/0001104659-23-022900.json","markdown":"https://secwatch.observer/filing/0001104659-23-022900.md","text":"https://secwatch.observer/filing/0001104659-23-022900.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923022900/0001104659-23-022900-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923022900/tm237119d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T09:47:11.414858+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3a0fffa18217abd0c6af8d0d64811e2071b2ec70","claim":"Integrated Wellness Acquisition Corp entered into Agreement and Plan of Merger with Refreshing USA, LLC valued at $160,000,000 aggregate value of Pubco Common Stock for Refreshing Units, subject to adjustments; ear (effective 2023-02-10).","evidence_excerpt":"On February 10, 2023, Integrated Wellness Acquisition Corp., a Cayman Islands exempted company ( “IWAC” or “Integrated Wellness” ) entered into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “ Merger Agreement ”) with Refreshing USA, LLC, a Washington limited liability company (“ Refreshing ”), IWAC Holdings Inc., a Delaware corporation and wholly-owned subsidiary of IWAC (“ Pubco ”), IWAC Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ Purchaser Merger Sub ”), Refreshing USA Merger Sub LLC, a Washington limited liability company and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ” and together with Purchaser Merger Sub, the “ Merger Subs ”), IWH Sponsor LP, a Delaware limited partnership, as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Sellers and their successors and assignees) (the “ Purchaser Representative ”), a","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923022900/0001104659-23-022900-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Refreshing USA, LLC"},{"label":"Value","value":"$160,000,000 aggregate value of Pubco Common Stock for Refreshing Units, subject to adjustments; ear"},{"label":"Effective","value":"2023-02-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}