UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 12, 2024
INTEGRATED WELLNESS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41131 | | 98-1615488 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
59 N. Main Street
Florida, NY 10921
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (845) 651-5039
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | | WEL.U | | The New York Stock Exchange |
| Class A ordinary shares included as part of the units | | WEL | | The New York Stock Exchange |
| Redeemable warrants included as part of the units | | WEL.WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 1, 2024, the Company filed with the Securities and Exchange Commission (the “SEC”) and subsequently mailed to its shareholders of record the Company’s information statement on Schedule 14f-1 in connection with a change in majority control of the Company’s board of directors other than by a meeting of shareholders (the “14F”). 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) and designated Suren Ajjarapu as Chief Executive Officer and Matthew Malriat as Chief Financial Officer (the “New Officers”) to fill the vacancies to be left by departing directors and officers including Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre (the “Outgoing Directors and Officers”), to be effective ten (10) days after the mailing of the 14F.
On February 12, 2024, the resignation of the Outgoing Directors and Officers and the appointment of the New Directors and the New Officers became effective.
The biography information of the New Directors and the New Officers were reported in the Company’s Current Report on Form 8-K filed by the Company with the SEC on February 1, 2024.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Integrated Wellness Acquisition Corp |
| | |
| | By: | /s/ Suren Ajjarapu |
| | | Name: Suren Ajjarapu |
| | | Title: Chief Executive Officer |
Dated: February 16, 2024
