Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41131 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands ...

IPO and Financial Overview - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[18]. - A total of $117,300,000 was placed in the trust account, consisting of $112,700,000 from the IPO and $4,600,000 from the private placement warrants[20]. - The company has approximately $14.22 million available for a business combination as of December 31, 2024, after accounting for deferred underwriting fees[68]. - As of December 31, 2024, the amount in the trust account was approximately $11.99 per public share[98]. - As of December 31, 2024, the amount held outside the trust account was $5,141[135]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination, with future dividends dependent on revenues and earnings[160]. - For the year ended December 31, 2024, the company reported a net loss of $100,031, primarily due to legal and accounting expenses of $1,346,772 and insurance expense amortization of $118,850[179]. - The company generated net cash provided by operating activities of $1,090,547 for the year ended December 31, 2024, compared to $3,220,499 for the year ended December 31, 2023[185][186]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2024[191][192]. Business Combination Agreement - The company entered into a Business Combination Agreement with Btab Ecommerce Group, Inc., with a transaction consideration of $250,000,000 to be paid in 25,000,000 new shares of common stock[29]. - Upon the consummation of the Business Combination, each IWAC Class A Common Share will convert into one Pubco Class A Common Share[30]. - The company intends to structure the initial business combination so that the post-business combination entity will own or acquire 100% of the target business[56]. - The Business Combination Agreement includes customary representations and warranties regarding financial statements and compliance with laws[33]. - Btab has agreed to exclusivity restrictions preventing solicitation of other acquisition proposals during the transaction period[36]. - IWAC is required to include a recommendation from its board of directors for shareholders to approve the transaction proposals[38]. - The approval of IWAC's shareholders for the Transaction Proposals is a necessary condition for the Merger[39]. - The obligation of Btab to consummate the Transactions requires the approval by the New York Stock Exchange for the listing of the Pubco Shares[41]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[54]. - The Business Combination Agreement can be terminated under customary circumstances, with no further obligations except for confidentiality[43][44]. Shareholder Rights and Redemption - Public shareholders may redeem their shares either in connection with a general meeting or by means of a tender offer[103]. - If shareholder approval is sought, a public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[110]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[98]. - The company will not redeem public shares if the business combination does not close, even if a public shareholder has properly elected to redeem[98]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001[102]. - The company anticipates that any purchases of shares by sponsors or affiliates may reduce the public "float" of Class A ordinary shares[95]. - The company expects to report any purchases made by sponsors or affiliates pursuant to Section 13 and Section 16 of the Exchange Act[97]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[109]. - The company has extended the deadline to complete its initial business combination to December 15, 2025, from the previous deadline of December 13, 2024[121]. - If the company fails to complete the initial business combination by the deadline, it will redeem public shares at a per-share price of approximately $11.99, based on the trust account balance as of December 31, 2024[130]. - The company will cease operations and liquidate if it does not complete the initial business combination by December 15, 2025[123]. - Public shareholders will not have redemption rights for warrants if the initial business combination is not completed by the deadline[124]. - The company has agreed to waive liquidating distributions from the trust account for founder shares if the initial business combination is not completed[125]. - The trust account could be subject to claims from creditors, which may affect the per-share redemption amount for public shareholders[136]. - The company has sought to have vendors and service providers waive claims to the trust account to protect public shareholders' interests[135]. - The company may face legal actions if the trust account proceeds are reduced below $10.20 per public share due to creditor claims[134]. - The company will not proceed with any amendments to its articles of association that affect shareholder rights without providing an opportunity for redemption[128]. Management and Internal Controls - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2024, affecting the reliability of financial statements[211][216]. - The Company has not maintained effective controls related to the classification of investing activities and earnings per share[211][212]. - A remediation plan is being implemented, including additional review procedures by the Chief Financial Officer[213]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its operations during the most recent quarter[218]. - The company has one executive officer who is not obligated to devote a specific number of hours, indicating a lean management structure prior to the initial business combination[140]. Economic and Competitive Environment - The company is facing intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[139]. - The Company is subject to various economic uncertainties that may adversely affect its results of operations and ability to complete an initial business combination[204]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[149]. - The company has filed a registration statement with the SEC and is subject to the rules and regulations under the Exchange Act, ensuring compliance with periodic reporting obligations[145]. - The company has not encountered any material cybersecurity incidents since its Initial Public Offering, although it remains vulnerable to such risks[153]. Financing and Costs - The company may incur losses from costs related to identifying and evaluating prospective target businesses that do not result in completed transactions[59]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[74]. - The company has incurred transaction costs of $6,822,078 related to its initial public offering, which included an underwriting discount of $2,300,000[184]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for administrative support, which has been waived for the years ended December 31, 2024, and 2023[193]. - The company has borrowed a total of $1,150,000 under an unsecured promissory note as of December 31, 2023, with no repayments made as of December 31, 2024[195]. - The Company issued a promissory note in December 2023 for up to $1,500,000 to extend the Termination Date to December 13, 2024[197]. - As of December 31, 2024, the Company has borrowed the maximum amount of $1,500,000 under the Third Extension Note[199]. - On January 14, 2025, the Company issued a new promissory note for up to $4,000,000, amending the previous note[200]. - The Sponsor may convert up to $1.5 million of the unpaid principal balance into ordinary shares at a conversion price of $1.00[200]. Target Business Evaluation - Target business candidates are sourced from various affiliated and unaffiliated sources, including investment banking firms and private equity groups[75]. - The company is not prohibited from pursuing an initial business combination with an affiliated company, but will seek an independent valuation opinion to ensure fairness[76]. - The management team will assess the target business's management but cannot guarantee their future performance or suitability for managing a public company[83]. - Shareholder approval may be required for the initial business combination, particularly if it involves significant changes in ownership or control[88]. - The company may engage in transactions with investors to incentivize them to acquire public shares or vote in favor of the initial business combination[90].

Group 1 - Integrated Wellness Acquisition Corp (WEL) and Btab Ecommerce Group, Inc. have submitted a draft registration statement for a proposed business combination to the SEC [1][2] - The business combination aims to create a combined company that will seek listing on a national exchange, pending regulatory and shareholder approvals [2] - WEL is a special purpose acquisition company focused on opportunities in health, nutrition, fitness, wellness, and beauty sectors [3] Group 2 - Btab Ecommerce Group operates in multiple regions including Australia, Asia, the United States, and the United Kingdom, providing e-commerce services to small businesses [4] - Btab plans to expand its services into Europe and the Americas, capitalizing on the anticipated growth of e-commerce in Asia driven by internet adoption and rising spending power [4] Group 3 - The registration statement will include a prospectus for Pubco's securities and a proxy statement for WEL's shareholders, which will be mailed once declared effective by the SEC [5] - WEL and Btab's directors and executive officers may be participants in the solicitation of proxies from WEL's shareholders regarding the business combination [6]

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $37,130, primarily due to operating costs and legal expenses [120]. - For the three months ended March 31, 2023, the company reported net income of $173,235, primarily from earnings on marketable securities [121]. Cash and Funding - The company had cash held in the Trust Account of $48,490,095 as of March 31, 2024, which includes $523,484 of interest earned [128]. - As of March 31, 2024, the company had cash of $7,410 held outside the Trust Account for operational expenses [129]. - The initial public offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit [122]. - The company incurred transaction costs of $6,822,078 related to the initial public offering, including $2,300,000 in underwriting discounts [125]. - The deferred fee for underwriters of the initial public offering is $4,025,000, payable only upon completion of the initial business combination [133]. Business Operations and Strategy - The company has not engaged in any operations or generated revenues to date, with activities focused on identifying a target for a business combination [119]. - The company entered into a letter of intent with Btab Ecommerce Group, Inc. for an initial business combination on February 8, 2024 [114]. - The company expects to incur significant costs in the pursuit of its initial business combination, raising doubts about its ability to continue as a going concern [130]. Debt and Financial Obligations - The Company has issued a promissory note (the "Third Extension Note") with a principal amount of up to $1,500,000 to extend the Termination Date from December 13, 2023 to December 13, 2024 [136]. - As of March 31, 2024, the Company had borrowed $1,150,000 under the Extension Note, which is the maximum amount allowed [134]. - The Second Extension Note has a principal amount of up to $960,000, with $640,000 previously deposited to extend the deadline to October 13, 2023 [135]. - The company has a monthly agreement to pay its sponsor $10,000 for administrative support, which has been waived for the three months ended March 31, 2024 [132]. Risks and Uncertainties - The Company is subject to various economic uncertainties that could adversely affect its ability to complete an initial business combination, including inflation and geopolitical instability [139]. - The company has not identified any critical accounting estimates as of March 31, 2024 [138]. Shareholder Rights - The holders of Founder Shares and Private Placement Warrants are entitled to registration rights for resale under a registration rights agreement [137].

IPO and Financial Overview - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115 million from the sale of 11,500,000 units at $10.00 per unit[21]. - A total of $117.3 million was placed in the trust account, which includes $112.7 million from the IPO and $4.6 million from the private placement warrants[23]. - The company has approximately $47,466,611 available for a business combination as of December 31, 2023, after paying $4,025,000 in deferred underwriting fees[57]. - The company had cash and marketable securities in the trust account amounting to $47,466,611 as of December 31, 2023, a decrease from $118,992,274 in 2022[176]. - The company generated net cash provided by operating activities of $3,220,499 for the year ended December 31, 2023, compared to a net cash used of $37,262 in 2022[174][175]. - The company incurred transaction costs of $6,822,078 related to its initial public offering, which included $2,300,000 in underwriting discounts[173]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[148]. Business Combination and Strategy - The merger agreement with Refreshing USA, LLC was terminated on September 26, 2023, due to unmet conditions by the outside date of July 31, 2023[25]. - The company is focused on acquiring businesses in the health, nutrition, fitness, wellness, and beauty sectors, which represent a $4.5 trillion global wellness market[28]. - The company aims to pursue bolt-on acquisitions to facilitate future growth and capitalize on consolidation trends in the wellness sector[32]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[43]. - The company may pursue a business combination with affiliated companies, provided an independent opinion is obtained to ensure fairness from a financial perspective[35]. - The company intends to conduct extensive due diligence on prospective target businesses, including meetings with management and financial reviews[68]. - The company may seek shareholder approval for its initial business combination if required by law or stock exchange rules[75]. Shareholder Rights and Redemption - Public shareholders can redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the trust account, including interest earned[87]. - The company will not redeem public shares if the business combination does not close, and only public shares are entitled to redemption rights[87]. - The company will not redeem shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[88]. - If shareholder approval is sought, a public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[99]. - The company will provide public shareholders with the opportunity to redeem shares either through a general meeting or a tender offer[89]. - If redemptions are conducted under tender offer rules, the offer will remain open for at least 20 business days[95]. - The company will not proceed with redemptions if the cash consideration required exceeds the available cash[88]. - Redemption rights for public shareholders can be exercised up to two business days before the scheduled vote on the business combination proposal[104]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the trust account[105]. Financial Obligations and Reporting - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[127]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[134]. - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2023, including errors in the classification of investing activities and complex transactions[198][199][203]. - The company has implemented a remediation plan to address identified weaknesses, including additional review procedures by the Chief Financial Officer[200]. - The company has a deferred fee of $4,025,000 payable to underwriters upon completion of an initial business combination[183]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2023[180][181]. Management and Governance - The management team has over 150 years of combined experience in relevant sectors, including more than 70 years specifically in wellness and beauty[29]. - Matthew Malriat appointed as Chief Financial Officer and director since February 2024, with over 10 years of experience in capital markets and corporate finance[212]. - Donald Fell has served as a director since February 2024, with extensive experience in economics and business, including roles in various special purpose acquisition companies[216]. - Michael Peterson has been a director since February 2024, currently serving as President and CEO of Lafayette Energy Corp since April 2022[217]. - Yueh Eric Seto joined as a director in February 2024, co-founding an award-winning law firm in Hong Kong and recognized as a Preeminent Professional[215]. - The company has a diverse board with expertise in finance, law, and economics, enhancing its strategic decision-making capabilities[214]. - The board's collective experience includes significant roles in public and private transactions across various industries, indicating strong governance[215]. - The company is focused on navigating complex legal landscapes and capital markets, leveraging the board's extensive backgrounds[216]. - Future strategies may include further acquisitions and partnerships, as indicated by the backgrounds of board members in special purpose acquisition companies[217]. - The company aims to enhance its market position through the expertise of its directors in various sectors, including energy and finance[218]. - The board's composition reflects a commitment to strong oversight and strategic growth initiatives in the coming years[214].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $344,075, which includes earnings on marketable securities of $797,857[109]. - For the nine months ended September 30, 2023, the company achieved a net income of $1,030,372, primarily from earnings on marketable securities totaling $3,002,579[110]. - As of September 30, 2023, the company held marketable securities in the Trust Account valued at $59,055,248, including $3,002,579 in earnings and $251,339 in unrealized earnings[119]. - The company has not generated any operating revenues to date and relies on non-operating income from marketable securities[108]. Initial Public Offering - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[113][114]. - The company incurred transaction costs of $6,822,078 related to the initial public offering, which included underwriting discounts and actual offering costs[116]. - The underwriters of the initial public offering are entitled to a deferred fee of $4,025,000, payable only upon the completion of an initial business combination[124]. Business Combination and Agreements - The company entered into a Merger Agreement with Refreshing USA, LLC, with a merger consideration valued at $160,000,000, but terminated the agreement on September 26, 2023, due to unmet conditions[104][105]. - A purchase agreement was signed on November 8, 2023, for the transfer of 2,012,500 Class B ordinary shares and 4,795,000 private placement warrants for a total price of one dollar[106]. - As of September 30, 2023, the company had cash of $12,047 held outside the Trust Account, intended for completing an initial business combination[120]. - The company anticipates incurring significant costs in pursuing an initial business combination, raising doubts about its ability to continue as a going concern[121]. Financial Obligations - The company has an agreement to pay the sponsor a monthly fee of $10,000 for office space and administrative support, which has been waived for the three and nine months ended September 30, 2023[123]. - As of September 30, 2023, the company had borrowed $1,150,000 under the Extension Note, which was issued to extend the termination date to June 13, 2023[125]. - The company borrowed $640,000 under the Second Extension Note as of September 30, 2023, to pay for four of six additional extensions until October 13, 2023[126]. Risks and Accounting Estimates - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[128]. - No critical accounting estimates have been identified as of September 30, 2023[127].

Financial Performance - The company reported a net income of $513,062 for the three months ended June 30, 2023, with total expenses amounting to $1,125,000[102]. - For the six months ended June 30, 2023, the company achieved a net income of $686,297, with total expenses of $1,610,000[103]. Assets and Securities - As of June 30, 2023, the company held marketable securities in the Trust Account valued at $57,819,115, including $2,204,722 in earnings[111]. - As of June 30, 2023, the company had cash of $11,196 held outside the Trust Account, intended for business combination expenses[112]. Initial Public Offering - The company completed its initial public offering, generating gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[106]. - The company incurred transaction costs of $6,822,078 related to the initial public offering[108]. Business Combination - The merger consideration for the business combination with Refreshing USA, LLC is valued at $160,000,000, subject to adjustments[100]. - The company expects to incur significant costs to complete the business combination with Refreshing, raising concerns about its ability to continue as a going concern[113]. - The company has borrowed $1,150,000 under an unsecured promissory note related to an extension payment for the business combination deadline[117]. Administrative Support - The company has an agreement to pay a monthly fee of $10,000 to its sponsor for administrative support, which has been waived for the three and six months ended June 30, 2023[115]. Economic and Geopolitical Risks - Business operations may be adversely affected by economic uncertainty, including downturns in financial markets and increases in oil prices[119]. - Geopolitical instability, such as the military conflict in Ukraine, could negatively impact business and initial business combination efforts[119]. Accounting Estimates - No critical accounting estimates identified as of June 30, 2023[118].

Financial Performance - For the three months ended March 31, 2023, the net income was $173,235, which included unrealized earnings on marketable securities of $459,209 and earnings on marketable securities of $806,553[108]. - For the three months ended March 31, 2022, the net loss was $229,189, offset by earnings on marketable securities held in the Trust Account of $11,780[109]. Initial Public Offering - The initial public offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[110]. - The total transaction costs of the initial public offering amounted to $6,822,078, which included $2,300,000 of underwriting discount and $4,025,000 of deferred underwriting discount[112]. - The underwriters of the initial public offering are entitled to a deferred fee of $4,025,000, payable only if the initial business combination is completed[120]. Trust Account and Cash Holdings - As of March 31, 2023, the marketable securities held in the Trust Account amounted to $121,408,036, including approximately $2,498,827 of earnings and $459,209 of unrealized earnings[115]. - As of March 31, 2023, cash held outside the Trust Account was $110,646, intended primarily for completing the business combination with Refreshing[116]. Business Combination and Going Concern - The merger consideration to be delivered to the Sellers in connection with the transaction will be a number of newly-issued shares of Pubco common stock with an aggregate value equal to $160,000,000, subject to adjustments for Refreshing's net working capital, closing debt, and accrued but unpaid expenses related to the transaction[106]. - The company expects to incur significant costs to complete the business combination with Refreshing, raising substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued[117]. Internal Controls and Procedures - As of March 31, 2023, the company's disclosure controls and procedures were not effective due to a previously disclosed material weakness[125]. - A material weakness was identified related to the financial statement close process, which continues to exist as of March 31, 2023[126]. - The Chief Financial Officer is performing additional post-closing review procedures to remediate the material weakness, including reviewing earnings classification and confirming amounts with the trustee[127]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter[128]. Sponsor Agreement - The company has an agreement to pay the sponsor a monthly fee of $10,000 for office space and administrative support, which has been waived for the three months ended March 31, 2023[119].

IPO and Financial Overview - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[25]. - A total of $117,300,000 was placed in the trust account, which includes $112,700,000 from the IPO and $4,600,000 from the private placement warrants[27]. - The initial public offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[194]. - Transaction costs for the initial public offering amounted to $6,822,078, which included $2,300,000 in underwriting discounts[196]. - As of December 31, 2022, the company had cash of $436,972 held outside the trust account, intended for evaluating target businesses and related expenses[200]. - As of December 31, 2022, the company held marketable securities in the trust account valued at $118,992,274, including approximately $1,691,913 in interest income and unrealized gains[199]. - For the year ended December 31, 2022, the company reported a net income of $567,541, primarily from earnings on marketable securities held in the trust account amounting to $1,312,150[189]. Business Strategy and Target Sectors - The company is focused on acquiring businesses in the health, nutrition, fitness, wellness, and beauty sectors, which represent a $4.5 trillion global wellness market[41]. - The company seeks to acquire businesses with an enterprise value between $250 million and $1 billion that demonstrate high growth and favorable profitability characteristics[49]. - The company plans to leverage bolt-on acquisitions to drive future growth and capitalize on consolidation trends in the wellness sector[48]. - The company aims to facilitate growth through expansion in product offerings, channels, and geographic reach, utilizing its extensive industry relationships[47]. - The management team has developed extensive relationships globally, which provides a competitive advantage in identifying profitable growth opportunities in the health, wellness, and beauty sectors[62]. Business Combination and Financial Structure - The Refreshing Business Combination is valued at an aggregate of $160,000,000, subject to adjustments for net working capital and closing debt[31]. - The company intends to structure its initial business combination so that the post-business combination entity will own or acquire 100% of the equity interests or assets of the target business[65]. - The fair market value of the target business, Refreshing, was determined to be substantially in excess of 80% of the funds in the trust account, satisfying the 80% test[67]. - The company is pursuing an initial business combination with a target business that has an aggregate fair market value of at least 80% of the net assets held in the trust account[63]. - The company intends to use cash from its initial public offering and private placement warrants to fund its initial business combination, which may involve equity or debt financing[80]. - The company may need additional financing to complete its initial business combination if the required cash exceeds the available funds in the trust account[84]. Management and Operational Risks - The management team has over 150 years of combined experience in relevant sectors, emphasizing strong consumer brand awareness and growth potential[42]. - The management team has no prior experience in operating blank check companies or SPACs, which may affect the execution of business combinations[55]. - The company may incur losses from costs related to the identification and evaluation of prospective target businesses that do not result in completed transactions[69]. - The company expects to incur significant costs related to identifying a target business and conducting due diligence prior to the initial business combination[201]. - The company has encountered intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[150]. Shareholder Rights and Redemption - The company requires 4,312,501, or 37.5%, of the 11,500,000 public shares sold in the initial public offering to be voted in favor of the initial business combination[116]. - Redemption rights are limited to 15% of the shares sold in the initial public offering without prior consent from the company[120]. - A public shareholder can redeem shares at a per-share price equal to the aggregate amount in the trust account divided by the number of outstanding public shares[108]. - The company will not redeem public shares if the business combination does not close[110]. - If the initial business combination is not approved, public shareholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the trust account[129]. Regulatory and Reporting Obligations - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[73]. - The company is also a "smaller reporting company," which permits reduced disclosure obligations, including providing only two years of audited financial statements[78]. - The company is subject to reporting obligations under the Exchange Act, including filing annual, quarterly, and current reports with the SEC[152]. - The company has filed a registration statement on Form 8-A with the SEC, registering its securities under Section 12 of the Exchange Act[157]. Internal Controls and Financial Reporting - The company has not maintained effective internal control over financial reporting as of December 31, 2022, due to identified material weaknesses[220]. - The material weakness is related to errors in the classification of investing activities in the statement of cash flows, specifically misclassification of dividends earned and reinvested[221]. - The Chief Financial Officer plans to implement additional post-closing review procedures to address the material weakness, including reviewing earnings classification and confirming amounts with the trustee[222]. - There have been no changes to the internal control over financial reporting during the most recent quarter that materially affected the controls[223].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File No. 001-41131 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its chart ...