Integrated Wellness Acquisition p(WEL) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Financial Statements This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, with detailed notes on organization, accounting policies, and related party transactions Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets | Metric | March 31, 2025 (unaudited) ($) | December 31, 2024 ($) | | :-------------------------------- | :--------------------------- | :------------------ | | Cash | $4,218 | $5,141 | | Cash held in Trust Account | $14,488,535 | $14,215,318 | | Total Assets | $14,495,017 | $14,221,800 | | Total Liabilities | $11,877,540 | $11,341,823 | | Shareholders' Deficit | $(11,871,058) | $(11,335,340) | - The company's cash decreased from $5,141 to $4,218, while cash held in the Trust Account increased from $14,215,318 to $14,488,535 from December 31, 2024, to March 31, 2025. Total assets and total liabilities also increased, leading to an expanded shareholders' deficit[7] Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :---------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Formation and operating costs | $191,737 | $46,468 | | Accounting and legal expenses | $159,063 | $185,507 | | Administrative expenses – related party | $30,000 | $270,000 | | Total operating expenses | $405,678 | $560,614 | | Loss from operations | $(405,678) | $(560,614) | | Interest earned on cash held in Trust Account | $113,177 | $523,484 | | Net (loss) income | $(292,501) | $(37,130) | | Basic and diluted net income per share, redeemable Class A ordinary shares | $0.09 | $0.09 | | Basic and diluted net loss per share, non-redeemable Class B ordinary shares | $(0.14) | $(0.15) | - The company reported a net loss of $(292,501) for the three months ended March 31, 2025, a significant increase from the $(37,130) net loss in the prior year period. This was primarily driven by a substantial decrease in interest earned on cash held in the Trust Account, from $523,484 in Q1 2024 to $113,177 in Q1 2025, despite a reduction in total operating expenses[8] Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit Condensed Consolidated Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | Metric | Balance – January 1, 2025 ($) | Balance – March 31, 2025 ($) | | :------------------------------------------------ | :------------------------ | :----------------------- | | Class A Ordinary Shares Subject to Possible Redemption (Amount) | $14,215,318 | $14,488,535 | | Accumulated Deficit | $(11,335,628) | $(11,871,346) | | Total Shareholders' Deficit | $(11,335,340) | $(11,871,058) | - The Class A ordinary shares subject to possible redemption increased by $273,217 due to accretion to redemption amount during Q1 2025. The accumulated deficit grew from $(11,335,628) to $(11,871,346) primarily due to the net loss of $(292,501) and the accretion of Class A ordinary shares to redemption amount[10] Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net (loss) income | $(292,501) | $(37,130) | | Sponsor waiver of administrative services fee | $30,000 | $270,000 | | Net cash provided by operating activities | $60,595 | $334,782 | | Net cash provided by financing activities | $211,699 | $688,545 | | Net Change in Cash and Cash held in Trust Account | $272,294 | $1,023,327 | | Cash and cash held in Trust Account – Ending | $14,492,753 | $48,497,505 | - Net cash provided by operating activities significantly decreased to $60,595 in Q1 2025 from $334,782 in Q1 2024, largely due to a higher net loss and a lower sponsor waiver of administrative services fees. Net cash provided by financing activities also saw a substantial decrease year-over-year[12] Notes to Condensed Consolidated Financial Statements NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS - Integrated Wellness Acquisition Corp (IWAC) is a blank check company incorporated in the Cayman Islands on July 7, 2021, for the purpose of effecting a business combination. It is an 'emerging growth company'[14] - The company consummated its IPO on December 13, 2021, raising $115,000,000 gross proceeds, with $117,300,000 placed in a Trust Account[16][22] - A Sponsor Handover was consummated on February 1, 2024, with Suntone Investment Pty Ltd becoming the new Sponsor[19][21] - The company entered into an Amended and Restated Business Combination Agreement with Btab Ecommerce Group, Inc. on August 26, 2024, aiming for a two-step merger[40] - The deadline for completing a Business Combination was extended to December 15, 2025. However, the company's securities were delisted from NYSE on December 13, 2024, and now trade on OTC Markets[33][41] - The company faces substantial doubt about its ability to continue as a going concern due to a working capital deficit and significant costs in pursuit of its acquisition plans[42] NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The financial statements are prepared in accordance with GAAP for interim financial information and SEC rules, with certain disclosures condensed or omitted[44] - As an 'emerging growth company,' the company has elected to use the extended transition period for complying with new or revised financial accounting standards[46][47] - Public Warrants and Private Placement Warrants are accounted for as equity-classified instruments[52] - Class A ordinary shares subject to possible redemption are classified as temporary equity at their redemption value[61] - The company adopted ASU 2023-07, 'Segment Reporting,' on January 1, 2024, to enhance segment information transparency[73] NOTE 3 — RELATED PARTY TRANSACTIONS - The Prior Sponsor received 2,875,000 Class B ordinary shares (Founder Shares) for $25,000[75] Promissory Note Balances | Promissory Note | Amount Borrowed (March 31, 2025) ($) | | :-------------------------------- | :------------------------------- | | Extension Note (Prior Sponsor) | $1,150,000 | | Second Extension Note (Prior Sponsor) | $640,000 | | January 2025 Note (Sponsor Suntone) | $3,145,086 | - The Sponsor and Prior Sponsor waived