Integrated Wellness Acquisition p(WEL) - 2022 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Financial Statements 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 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 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 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 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][24] - 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] - Following the IPO, $117,300,000 was placed in a trust account, invested in U.S. government treasury bills or money market funds[28] - 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] - 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] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] 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] - 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] Quantitative and Qualitative Disclosures about Market Risk 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] Controls and Procedures 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] - 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] PART II – OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - The company has no legal proceedings to report[126] Risk Factors 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] - The company's financial condition and need for additional capital raise substantial doubt about its ability to continue as a 'going concern'[129] - 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] - Macroeconomic risks, including rising inflation, interest rates, and military conflicts, could make it more difficult to consummate a business combination[133][134] Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities - None[135] Exhibits 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]