{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-104111","form_type":"8-K","ticker":"WELNF","cik":"0001877557","company_name":"Integrated Wellness Acquisition Corp","filed_at":"2023-09-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.965624+00:00","generated_at":"2026-06-10T08:22:30.511131+00:00","sec_items":["1.02","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Integrated Wellness terminates merger with Refreshing USA after missing July 31 outside date","bullets":["Terminated merger with Refreshing USA, LLC after conditions unmet by July 31, 2023 outside date.","Company and its sponsor intend to seek alternative ways to consummate an initial business combination.","Press release dated September 27, 2023; merger agreement no longer in force except certain survival provisions."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-104111","json":"https://secwatch.observer/filing/0001104659-23-104111.json","markdown":"https://secwatch.observer/filing/0001104659-23-104111.md","text":"https://secwatch.observer/filing/0001104659-23-104111.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923104111/0001104659-23-104111-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923104111/tm2327028d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T08:22:30.511131+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":"60ea2674a3b5660ce0fedd987672f67487972648","claim":"Integrated Wellness Acquisition Corp terminated Agreement and Plan of Merger with Refreshing USA, LLC (effective 2023-09-26).","evidence_excerpt":"On September 26, 2023, Integrated Wellness Acquisition Corp (the \"Company\") notified Refreshing USA, LLC that the Company had elected to terminate the Agreement and Plan of Merger among the parties, dated as of February 10, 2023 (the \"Merger Agreement\"), effective immediately, pursuant to Section 8.1(b) thereof, since the conditions to the closing of the initial business combination were not satisfied or waived by the outside date of July 31, 2023 (the \"Termination\").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1877557/000110465923104111/0001104659-23-104111-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Refreshing USA, LLC"},{"label":"Effective","value":"2023-09-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}