Source-grounded facts extracted from Integrated Wellness Acquisition Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Integrated Wellness Acquisition Corp received a nyse delisting notice notice regarding other.
“December 13, 2024, Integrated Wellness Acquisition Corp (the “ Company ”) received written notice from the New York Stock Exchange (the “ NYSE ”) indicating that the staff of NYSE Regulation had determined to commence proceedings to delist the Company’s securities from the NYSE due to the Company’s failure to consummate a business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years following the closing of the Company’s initial public offering. Trading in the Company’s securities was suspended immediately after market”
Governance Changes
Integrated Wellness Acquisition Corp: Company received delisting notice from NYSE and will trade on OTC Markets (effective 2024-12-16).
“The disclosure contained in --- EX-99.1 (EXHIBIT 99.1) --- EX-99.1 3 tm2431224d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Integrated Wellness Acquisition Corp Receives Delisting Notice from the New York Stock Exchange New York, NY, December 16, 2024 – Integrated Wellness Acquisition Corp (the “Company”) (OTC: WELNF) announced today that it received written notice from the New York Stock Exchange (the “ NYSE ”) indicating that the staff of NYSE Regulation had determined to commence proceedings to delist the Company’s securities from the NYSE due to the Company’s failure to consummate a business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years following the closing of the Company’s initial public offering.”
Michael Peterson was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Donald Fell was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Yueh Eric Seto was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
John Zhong Chen was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Binson Lau was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Matthew Malriat was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Matthew Malriat was appointed as Chief Financial Officer at Integrated Wellness Acquisition Corp.
“and Matthew Malriat as Chief Financial Officer”
Suren Ajjarapu was appointed as Director at Integrated Wellness Acquisition Corp.
“The Company designated each of Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson (the " New Directors)”
Suren Ajjarapu was appointed as Chief Executive Officer at Integrated Wellness Acquisition Corp.
“designated Suren Ajjarapu as Chief Executive Officer”
Hadrien Forterre resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Scott Powell resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Gael Forterre resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Robert Quandt resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
James MacPherson resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Antonio Varano Della Vergiliana resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Steven Schapera resigned as other at Integrated Wellness Acquisition Corp.
“departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre”
Debt Financings
Integrated Wellness Acquisition Corp incurred loan of $1,500,000 with Sriram Associates, LLC at no interest maturing the earlier of (a) the date of the consummation of the Company's initial business combination, and (b) the date of the liquidation of the Company.
“On December 13, 2023, Integrated Wellness Acquisition Corp (the " Company ") issued a promissory note (the " Note ") in the aggregate principal amount of up to $1,500,000 (the " Extension Funds ") to Sriram Associates, LLC”
Material Agreements
Integrated Wellness Acquisition Corp entered into Note with Sriram Associates, LLC valued at up to $1,500,000 (effective 2023-12-13).
“On December 13, 2023, Integrated Wellness Acquisition Corp (the " Company ") issued a promissory note (the " Note ") in the aggregate principal amount of up to $1,500,000 (the " Extension Funds ") to Sriram Associates, LLC”
Material Agreements
Integrated Wellness Acquisition Corp entered into Purchase Agreement with IWH Sponsor LP and Sriram Associates, LLC valued at one dollar (effective 2023-11-08).
“On November 8, 2023, Integrated Wellness Acquisition Corp (the “ Company ”) entered into a purchase agreement (the “ Purchase Agreement ”) with IWH Sponsor LP, a Delaware limited partnership, the Company’s current sponsor (the “ Sponsor ”) and Sriram Associates, LLC (the “ Acquirer ”), pursuant to which, the Sponsor agreed to transfer to the Acquirer (i) 2,012,500 of the Company’s Class B ordinary shares and (ii) 4,795,000 of the Company’s private placement warrants for a total purchase price of one dollar (the “ Transfer ”).”
Material Agreements
Integrated Wellness Acquisition Corp terminated Agreement and Plan of Merger with Refreshing USA, LLC (effective 2023-09-26).
“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").”
Governance Changes
Integrated Wellness Acquisition Corp: Amended charter to permit Board to elect to wind up operations before December 13, 2023 (effective 2023-06-05).
“(b) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than December 13, 2023”
Governance Changes
Integrated Wellness Acquisition Corp: Amended charter to extend business combination deadline from June 13, 2023 to December 13, 2023 (effective 2023-06-05).
“(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association (the “ Charter Amendment ”) to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023”
Shareholder Votes
Integrated Wellness Acquisition Corp shareholders approved Liquidation Amendment Proposal to permit the Board to elect to wind up the Company's operations on an earlier date than December 13, 2023 at the 2023-06-02 meeting.
“2. Liquidation Amendment Proposal For Against Abstain 12,119,286 251,055 0”
Shareholder Votes
Integrated Wellness Acquisition Corp shareholders approved Extension Amendment Proposal to extend the date by which the Company has to consummate an initial business combination from June 13, 2023 to December 13, 2023 at the 2023-06-02 meeting.
“1. Extension Amendment Proposal For Against Abstain 12,119,286 251,055 0”
Material Agreements
Integrated Wellness Acquisition Corp entered into Note with IWH Sponsor LP valued at up to $960,000 (effective 2023-06-07).
“On June 7, 2023, Integrated Wellness Acquisition Corp (the “ Company ”) issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $960,000 (the “ Extension Funds ”) to IWH Sponsor LP, a Delaware limited partnership, the Company’s sponsor (the “ Sponsor ”)”
Debt Financings
Integrated Wellness Acquisition Corp incurred loan of $1.15 million with IWH Sponsor LP at no interest maturing due and payable upon the earlier of the consummation of the Company's initial business combination or liquidation on or before June 13, 2023 (unless extended to.
“On March 13, 2023, Integrated Wellness Acquisition Corp. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of $1.15 million (the “ Extension Payment ”) to IWH Sponsor LP (the “ Sponsor ”) in connection with the Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before June 13, 2023 (unless extended to September 13, 2023) or such later liquidation date as may be approved by the Company’s stockholders.”
Material Agreements
Integrated Wellness Acquisition Corp entered into Note with IWH Sponsor LP valued at $1.15 million (effective 2023-03-13).
“On March 13, 2023, Integrated Wellness Acquisition Corp. (the “ Company ”) issued a promissory note (the “ Note ”) in the principal amount of $1.15 million (the “ Extension Payment ”) to IWH Sponsor LP (the “ Sponsor ”) in connection with the Extension (as defined below).”
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).
“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”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.