SEC Form SC 13D filed by Integrated Wellness Acquisition Corp

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*  

Integrated Wellness Acquisition Corp

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G4828B100

(CUSIP Number)

Jiang Hui Bao
Chief Executive Officer
Suntone Investment Pty Ltd
c/o Integrated Wellness Acquisition Corp

59 N. Main Street, Suite 1, Florida, NY 10921

(845) 651-5039

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Andrew Tucker

Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue NW, Suite 900

Washington, DC 20001

Telephone: (202) 689-2800

February 1, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

CUSIP No. G4828B100

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (the “Issuer”), whose principal executive offices are located at 59 N. Main Street, Suite 1, Florida, NY 10921.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the Class A Ordinary Shares currently beneficially owned by the Reporting Person was $1. The source of these funds was working capital of Suntone Investment Pty Ltd (the “Sponsor”).

Item 4. Purpose of Transaction.

The Class A Ordinary Shares purchased by the Sponsor and beneficially owned by the Reporting Person have been acquired for investment purposes.

Purchase and Sponsor Handover Agreement

On November 8, 2023, the Issuer entered into a purchase agreement (the “Purchase Agreement”) with IWH Sponsor LP, a Delaware limited partnership, the Issuer’s current sponsor (the “Sponsor”) and Sriram Associates, LLC (the “Acquirer”), pursuant to which, the Sponsor agreed to transfer to the Acquirer’s designee Suntone Investment Pty Ltd (i) 2,012,500 of the Issuer’s Class A Ordinary Shares and (ii) 4,795,000 of the Issuer’s private placement warrants for a total purchase price of one dollar (the “Transfer”). In connection with the Transfer, the Acquirer may, in its sole discretion, replace any new officers or directors to the Issuer and the Issuer agreed to take such actions necessary to effectuate such changes (the “Management Change”). The Transfer, the Management Change and the other transactions contemplated by the Purchase Agreement are hereinafter referred to as the “Sponsor Handover.”

The consummation of the Sponsor Handover is subject to a number of conditions, including but not limited to: (i) the Issuer’s board of directors shall have approved the Transfer; (ii) the members of the Sponsor shall have approved such transfer in accordance with the operating agreement of the Sponsor; (iii) payment by the Acquirer of the costs associated with the Issuer’s existing extension; (iv) the Issuer shall have filed (or be in the process of filing) its Form 10-Q for the quarter ended September 30, 2023; and (v) the underwriters for the Issuer’s initial public offering shall have either waived their rights or have agreed to amend the deferred underwriting commission specified therein under the underwriting agreement, dated December 8, 2021, by and between the Issuer and BTIG, LLC, as representative of the several underwriters.

In connection with the Sponsor Handover, the Acquirer agreed to assume (i) certain vendor payables currently outstanding by the Issuer; (ii) the costs and expenses associated with the monthly extensions of the Issuer until December 13, 2023 including monthly payments of $160,000; (iii) the costs and expenses for the Issuer to take all actions necessary to file a proxy statement and hold a shareholders meeting prior to December 13, 2023 in order to extend the term of the Issuer until December 13, 2024 structured in such manner as requested by the Acquirer (the “Extension”). The Acquirer also agreed to (i) cause the Issuer to satisfy all of its public company reporting requirements; (ii) to pay the D&O insurance premiums to extend the Issuer’s existing D&O insurance policy; and (iii) to pay all outstanding legal fees owed by the Issuer at or before a business combination.

As disclosed in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 21, 2023, the Issuer is seeking to, among other things, extend the period of time for the Issuer to complete its business combination from December 13, 2023 to December 13, 2024 (the “Extension Amendment Proposal”) at its extraordinary general meeting in lieu of an annual general meeting of shareholders on December 11, 2023. If the Extension Amendment Proposal is implemented and all other closing conditions to the Sponsor Handover have been satisfied or waived, then, the Acquirer or its designee has agreed to loan to the Issuer the lesser of (i) $125,000 and (ii) $0.045 per public share that remain outstanding and is not redeemed in connection with the Extension, for each calendar month (commencing on December 14, 2023 and ending on the 13th day of each subsequent month), or portion thereof, that is needed by the Issuer to complete a business combination from December 13, 2023 until December 13, 2024.  

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On November 8, 2023, the Reporting Person and the Issuer entered the Agreement described in Item 4 above. The Agreement is filed as Exhibit 10.1 hereto and incorporated by herein reference.

Item 7. Materials to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2024