---
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"
generated_at: "2026-06-19T09:47:11.414858+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# SPAC IWAC enters $160M merger with vending/water company Refreshing USA

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-022900
- JSON: https://secwatch.observer/filing/0001104659-23-022900.json
- Plain text: https://secwatch.observer/filing/0001104659-23-022900.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: merger
  - Counterparty: Refreshing USA, LLC
  - Value: $160,000,000 aggregate value of Pubco Common Stock for Refreshing Units, subject to adjustments; ear
  - Effective: 2023-02-10
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1877557/000110465923022900/0001104659-23-022900-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.