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].

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed financial statements as of June 30, 2022, reflect Integrated Wellness Acquisition Corp's pre-business combination phase, with assets primarily in a trust account and net losses from operating expenses [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, total assets were **$118.7 million**, primarily in the Trust Account, with total liabilities at **$4.2 million** and a shareholders' deficit of **$2.9 million** Condensed Balance Sheet Data (in USD) | Financial Metric | June 30, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $642,283 | $1,760,884 | | Cash and Marketable securities held in Trust Account | $117,466,992 | $117,300,361 | | **Total Assets** | **$118,708,254** | **$119,076,595** | | **Liabilities & Equity** | | | | Total Liabilities | $4,152,704 | $4,169,283 | | Class A ordinary shares subject to possible redemption | $117,466,992 | $117,300,361 | | Total Shareholders' Deficit | $(2,911,442) | $(2,393,049) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For the three and six months ended June 30, 2022, the company reported net losses of **$122,573** and **$351,762**, driven by operating costs and partially offset by trust account earnings Statement of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2022 | | :--- | :--- | :--- | | Loss from operations | $(277,424) | $(518,393) | | Earnings on marketable securities held in Trust Account | $154,851 | $165,646 | | **Net loss** | **$(122,573)** | **$(351,762)** | | Basic and diluted net loss per share, redeemable Class A | $(0.01) | $(0.02) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operating activities for the six months ended June 30, 2022, was **$1,118,601**, resulting in a cash balance decrease from **$1.76 million** to **$642,283** Cash Flow Summary for Six Months Ended June 30, 2022 (Unaudited) | Cash Flow Item | Amount (in USD) | | :--- | :--- | | Net cash used in operating activities | $(1,118,601) | | Net Change in Cash | $(1,118,601) | | Cash – Beginning of period | $1,760,884 | | **Cash – End of period** | **$642,283** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's blank check nature, December 2021 IPO raising **$115 million** with **$117.3 million** in trust, and liquidity concerns raising substantial doubt about its going concern ability - The company is a blank check company incorporated to effect a merger or similar business combination and has not commenced any operations as of June 30, 2022[23](index=23&type=chunk)[24](index=24&type=chunk) - On December 13, 2021, the company completed its Initial Public Offering (IPO) of **11,500,000 units** at **$10.00 per unit**, generating gross proceeds of **$115,000,000**[25](index=25&type=chunk) - Following the IPO, **$117,300,000** was placed in a trust account, invested in U.S. government treasury bills or money market funds[28](index=28&type=chunk) - The company has until **15 months** from the IPO closing (with a possible extension to **21 months**) to complete a Business Combination, or it will be required to liquidate[36](index=36&type=chunk) - Management has stated that current conditions, including significant costs in pursuit of an acquisition and the need for potential additional capital, raise substantial doubt about the Company's ability to continue as a going concern[40](index=40&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, reporting no revenue and net losses from compliance and due diligence, with **$642,283** cash outside the trust account, raising substantial doubt about its going concern ability - The company is a blank check company intending to concentrate its search for a business combination in the health, nutrition, fitness, wellness, and beauty sectors[101](index=101&type=chunk) Results of Operations Summary (Unaudited) | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | Three months ended June 30, 2022 | $122,573 | Formation, legal, accounting, listing, and insurance costs, offset by interest income | | Six months ended June 30, 2022 | $351,762 | Formation, legal, accounting, listing, and insurance costs, offset by interest income | - As of June 30, 2022, the company had **$642,283** in cash held outside the Trust Account for operating expenses and to fund the search for a target business[113](index=113&type=chunk) - The company's need to raise additional funds for operations and transaction costs contributes to substantial doubt about its ability to continue as a going concern[114](index=114&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure about market risk is not required for smaller reporting companies[121](index=121&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2022, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[123](index=123&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[124](index=124&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[126](index=126&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Key risks include potential impacts from proposed SEC SPAC rules, substantial doubt about going concern, CFIUS review for U.S. targets, and macroeconomic headwinds - Recently proposed SEC rules for SPACs could increase costs, time, and complexity of completing an initial business combination[128](index=128&type=chunk) - The company's financial condition and need for additional capital raise substantial doubt about its ability to continue as a 'going concern'[129](index=129&type=chunk) - A potential business combination with a U.S. target could be subject to review by CFIUS, which may delay, block, or impose conditions on the transaction[131](index=131&type=chunk) - Macroeconomic risks, including rising inflation, interest rates, and military conflicts, could make it more difficult to consummate a business combination[133](index=133&type=chunk)[134](index=134&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities - None[135](index=135&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including officer certifications and Inline XBRL data files - The report includes exhibits such as CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101 series)[140](index=140&type=chunk)

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, 2022 ☐ 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 98- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41131 INTEGRATED WELLNESS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands 98-1 ...