Current Report · Items 5.03, 5.07, 9.01 · 8-K
Integrated Wellness Acquisition Corp
WELNFOTCEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
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.
Company context
Integrated Wellness Acquisition Corp (OTC: WELNF) is a special purpose acquisition company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination, IWAC focuses on opportunities in the health, nutrition, fitness, wellness, and beauty sectors, particularly products, devices, applications, and technology driving growth within these fields.
Current securities
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
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 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 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 September
16, 2026 to March 16, 2027 (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 March 16, 2027 (including prior to September 16, 2026) (the “Liquidation Amendment Proposal”); and
(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.
Extension Amendment Proposal
For Against Abstain
───────────────────────────────────────
2,875,061 0 0
Accordingly,
the Extension Amendment Proposal was approved.
Liquidation Amendment Proposal
For Against Abstain
───────────────────────────────────────
2,875,000 0 61
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 24,908 Class A ordinary shares exercised their rights to redeem such shares for a pro
rata portion of the funds in the Trust Account including 24,756 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 $13.19
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 $330,414 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 September 17, 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 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.