WELNF 8-K
Integrated Wellness Acquisition Corp (WELNF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 12, 2026, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association, as amended prior to the date hereof (the “M&A”), to extend the date by which the Company has to consummate an initial business combination from March 16, 2026 to September 16, 2026 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Extension Amendment Proposal”);
(b) a proposal to amend by special resolution the M&A to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than September 16, 2026 (including prior to March 16, 2026) (the “Liquidation Amendment Proposal”);
(c) a proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For | Against | Abstain | ||
| 2,862,508 | 38,175 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
| 2. | Liquidation Amendment Proposal |
| For | Against | Abstain | ||
| 2,862,508 | 38,175 | 0 |
Accordingly, the Liquidation Amendment Proposal was approved.
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.
In connection with the Meeting, shareholders holding 5,015 Class A ordinary shares exercised their rights to redeem such shares for a pro rata portion of the funds in the Trust Account, including 4,925 shares that were redeemed in connection with both the Meeting and the extraordinary general meeting of shareholders held by the Company on December 8, 2025 to approve, among other things, its initial business combination. The final per share redemption amount is currently being calculated. The Company has estimated it to be approximately $12.91 per share and will file an amended Current Report on Form 8-K to disclose the final amount if it is materially different from the estimated amount. As a result, the Company expects that approximately $64,743.65 will be removed from the Trust Account to pay such holders.
The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on March 12, 2026. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Current Report on Form 8-K and include statements regarding the Company’s intentions, beliefs or current expectations concerning the Company’s performance, business and future events. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause actual results to differ materially from the from the plans, objectives, expectations, estimates and intentions expressed or implied by such forward-looking statements. The forward-looking statements made in this Current Report on Form 8-K speak only as of the date hereof and the Company disclaims any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in the Company’s expectations or future events.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendments to the Amended and Restated Memorandum and Articles of Association of the Company, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ Matthew Malriat | |
| Name: Matthew Malriat | ||
| Title: Chief Executive Officer | ||
Dated: March 18, 2026
Exhibit 3.1
AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF INTEGRATED WELLNESS ACQUISITION CORP, AS AMENDED
That Article 2.2 of the Company’s Amended and Restated Articles of Association as amended and currently in effect be deleted in its entirety and replaced with the following new article 2.2:
| “2.2 | Without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company: |
| (a) | either at a premium or at par; |
| (b) | with or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise. |
Notwithstanding the above, following an IPO and prior to a Business Combination, the Company may not issue additional Shares that would entitle the holders thereof to (a) receive funds from the Trust Account or (b) vote as a class with the Public Shares (i) on any Business Combination or on any other proposal presented to holders of Shares prior to or in connection with the completion of any Business Combination or (ii) to approve an amendment to these Articles to (x) extend the time to consummate a Business Combination beyond September 16, 2026 (or such earlier date as determined by the board of directors, in its sole discretion) or (y) amend the foregoing provisions of this Article.”
That Article 36.2 of the Company’s Amended and Restated Articles of Association as amended and currently in effect be deleted in its entirety and replaced with the following new article 36.2:
| “36.2 | The Company has until September 16, 2026 (or such earlier date as determined by the board of directors, in its sole discretion) (such date being referred to as the Termination Date)) to consummate a Business Combination. In the event that the Company does not consummate a Business Combination on or before the Termination Date, such failure shall trigger an automatic redemption of the Public Shares (an Automatic Redemption Event) and the directors of the Company shall take all such action necessary to (i) cease all operations except for the purpose of winding up (ii) as promptly as reasonably possible but no more than ten (10) Business Days thereafter, redeem the Public Shares to the holders of Public Shares, on a pro rata basis, in cash at a per-share amount equal to the applicable Per-Share Redemption Price; and (iii) as promptly as reasonably possible following such Automatic Redemption Event, subject to the approval of the remaining Members and directors of the Company, liquidate and dissolve the Company, subject to the Company’s obligations under the Act to provide for claims of creditors and the requirements of other Applicable Law. In the event of an Automatic Redemption Event, only the holders of Public Shares shall be entitled to receive pro rata redeeming distributions from the Trust Account with respect to their Public Shares.” |