WELNF · Integrated Wellness Acquisition Corp · Insider Trading
Substantial doubt about the company's ability to continue as a going concern.
“As of December 31, 2025, the Company had $0 in cash and a working capital deficit of $9,289,157. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company's officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern.”View the 10-K filed Aug 21, 2026
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2024-12-11 | MIZUHO SECURITIES USA LLC |
10% Owner |
Sell↓
|
Common Stock
|
65,000 |
| 2024-09-19 | WOLVERINE ASSET MANAGEMENT LLC |
10% Owner |
Sell↓
|
Class A Ordinary Shares
(I)
|
3,000 |
| 2024-02-01 | IWH Sponsor LP |
10% Owner |
Other↓
Filing footnotes — Class B Ordinary Shares (Direct)
As described in the Issuer's registration statement on Form S-1 (File No. 333-260713) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein. The Class B ordinary shares have no expiration date. On February 1, 2024, the Reporting Persons transferred these shares to the Issuer's new sponsor and affiliates in connection with a sponsor handover (the "Sponsor Handover"). These shares represent the Class B ordinary shares held by IWH Sponsor LP (the "Prior Sponsor") after the Sponsor Handover. IWH Sponsor GP LLC is the general partner of the Prior 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 Prior Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein. |
Class B Ordinary Shares
|
2,012,500 |