Integrated Wellness Acquisition SC 13G / IWH Sponsor ownership change

Integrated Wellness Acquisition (WELUF) SC 13GIntegrated Wellness Acquisition / IWH Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Integrated Wellness Acquisition Corp

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G4828B 100

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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. G4828B 100

CUSIP No. G4828B 100

CUSIP No. G4828B 100

CUSIP No. G4828B 100

CUSIP No. G4828B 100

(1)

See Item 4. These shares are the Issuer’s Class B Ordinary Shares, which will automatically convert into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination or earlier at the option of the holder and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-260713). IWH Sponsor LP (the “Sponsor”) is the record holder of the shares reported herein. IWH Sponsor GP LLC is the general partner of the Sponsor. Hadrien Forterre, Antonio Varano Della Vergiliana and Arcturus Holdings, LLC are the managing members of IWH Sponsor GP LLC. James MacPherson is the managing member of Arcturus Holdings, LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

(2)	Excludes 6,850,000 Class A Ordinary Shares which may be purchased by exercising private placement warrants that are not presently exercisable.

(3)	Based on 11,500,000 Class A Ordinary Shares and 2,875,000 Class B Ordinary Shares issued and outstanding as of the date of this filing.

Item 1(a). Name of Issuer

Integrated Wellness Acquisition Corp (the “Issuer”).

Item 1(b). Address of the Issuer’s Principal Executive Offices

148 N Main Street, Florida, NY 10921.

Item 2(a). Names of Persons Filing

IWH Sponsor LP (the “Sponsor”), Antonio Varano Della, Hadrien Forterre, James MacPherson and IWH Sponsor GP LLC (collectively, the “Reporting Persons”).

Item 2(b). Address of the Principal Business Office, or if none, Residence:

C/o Integrated Wellness Acquisition Corp, 148 N Main Street, Florida, NY 10921.

Item 2(c). Citizenship

The Sponsor is a Delaware limited partnership. Antonio Varano Della is a citizen of Australia. Hadrien Forterre is a citizen of France. James MacPherson is a citizen of the United States of America. IWH Sponsor GP LLC is a Delaware limited liability company.

Item 2(d). Title of Class of Securities

Class A ordinary shares, $0.0001 par value per share (“Class A Ordinary Shares”).

* Class A Ordinary Shares is the class of ordinary shares of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. The Reporting Persons own the Issuer’s Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”). The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the Issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustments. In the case that additional Class A Ordinary Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of the IPO plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

Item 2(e). CUSIP Number

G4828B 100

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐

(a) Broker or Dealer registered under Section 15 of the Exchange Act.

☐

(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

☐

(d) Investment company registered under Section 8 of the Investment Company Act.

☐

(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

☐

(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

☐

(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

☐

(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

☐

(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

☐

(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

Not applicable

Item 4.

Ownership

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 2,875,000 of the Issuer’s Class B Ordinary Shares, representing 20% of the Issuer’s total number of ordinary shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s Business Combination, or earlier at the option of the Reporting Persons, on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-260713). The percentage of ordinary shares held by the Reporting Persons is based on 11,500,000 Class A Ordinary Shares and 2,875,000 Class B Ordinary Shares issued and outstanding as of the date of this filing.

The Sponsor is the record holder of the shares reported herein. IWH Sponsor GP LLC is the general partner of the Sponsor. Hadrien Forterre, Antonio Varano Della Vergiliana and Arcturus Holdings, LLC are the managing members of IWH Sponsor GP LLC. James MacPherson is the managing member of Arcturus Holdings, LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

Not Applicable

SIGNATURE

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.

DATE: February 9, 2022


IWH Sponsor LP, By: /s/ IWH Sponsor GP LLC, its Managing Member, By: Hadrien Forterre, Managing Member		2/9/2022

IWH Sponsor GP LLC, By: /s/ Antonio Varano Della Vergiliana, a Managing Member		2/9/2022

/s/ Hadrien Forterre		2/9/2022

/s/ Antonio Varano		2/9/2022
DellaVergiliana

/s/ James MacPherson		2/9/2022

** Signature of Reporting Person		Date

Names of Reporting Persons

IWH Sponsor LP

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware