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].
Integrated Wellness Acquisition p(WEL) - 2023 Q1 - Quarterly Report