---
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"
generated_at: "2026-06-10T08:22:30.511131+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Integrated Wellness terminates merger with Refreshing USA after missing July 31 outside date

## Summary
- 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- Press release dated September 27, 2023; merger agreement no longer in force except certain survival provisions.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-104111
- JSON: https://secwatch.observer/filing/0001104659-23-104111.json
- Plain text: https://secwatch.observer/filing/0001104659-23-104111.txt

## Key facts
- Material Agreements
  Integrated Wellness Acquisition Corp terminated Agreement and Plan of Merger with Refreshing USA, LLC (effective 2023-09-26).
  - Action: termination
  - Agreement: merger
  - Counterparty: Refreshing USA, LLC
  - Effective: 2023-09-26
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1877557/000110465923104111/0001104659-23-104111-index.htm

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