Integrated Wellness (NASDAQ: WEL) delays Q2 10-Q, higher net loss

Rhea-AI Filing Summary

Integrated Wellness Acquisition Corp filed a notice that its Form 10-Q for the quarter ended June 30, 2025 will be late, citing the need for additional time to finalize its financial statements. The company expects to submit the quarterly report within the five-day grace period allowed under Rule 12b-25.

Based on preliminary figures, net loss for the three months ended June 30, 2025 was $24,353, compared with a net loss of $78,378 for the same quarter in 2024. For the six months ended June 30, 2025, net loss widened to $316,854 from $115,508 a year earlier, driven by formation and operating costs, accounting and legal expenses, insurance, and related-party administrative expenses, partially offset by interest income on cash held in the trust account. The company notes these amounts are still under review and may change in the filed Form 10-Q.

Positive

• None.

Negative

• Late Form 10-Q filing: The company will not file its June 30, 2025 Form 10-Q on time and needed to use the Rule 12b-25 grace period to complete its financial statements.
• Higher year-to-date net loss: Preliminary results indicate a six-month net loss of $316,854 for 2025 versus $115,508 for the same period in 2024, reflecting increased operating, professional, insurance, and related-party administrative expenses.

Insights

Equity analyst – SPACs and small-cap reporting

Late 10-Q filing with prelim numbers showing a larger year-to-date loss.

Integrated Wellness Acquisition Corp plans to file its Form 10-Q for the quarter ended June 30, 2025 within the five-day grace period after missing the original deadline. The reason given is the need for more time to finalize financial statements, which is a procedural issue but can raise questions about internal reporting timelines.

Preliminary results show a net loss of $24,353 for Q2 2025 versus $78,378 in Q2 2024, helped by interest earned on trust cash. However, for the six months ended June 30, 2025, net loss increased to $316,854 from $115,508 in the prior-year period, reflecting formation and operating costs, higher accounting and legal expenses, insurance, and related-party administrative expenses, partly offset by trust interest income.

The company states all figures remain under review and may change upon filing the Form 10-Q. The combination of a late filing and a larger year-to-date loss is moderately negative information, though the overall impact will depend on the final reported results and any additional disclosures in the upcoming report.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

For Period Ended: June 30, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

Full Name of Registrant:	Integrated Wellness Acquisition Corp
Former Name if Applicable:	N/A
Address of Principal Executive Office (Street and Number):	1441 Broadway, 6th Floor
City, State and Zip Code:	New York, NY, 10018

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-Q for the quarter ended June 30, 2025 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.  

PART IV --OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Matthew Malriat		917		397-7625
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

x Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the three months ended June 30, 2025, we had a net loss of $24,353. Net loss is comprised primarily of formation and operating costs of $21,192, accounting and legal expenses of $63,590, insurance expense of $25,562, and administrative expenses due to related party of $30,000, offset by interest earned on cash held in the Trust Account of $115,991.

For the six months ended June 30, 2025, we had a net loss of $316,854. Net loss is comprised primarily of formation and operating costs of $212,929, accounting and legal expenses of $222,653, insurance expense of $50,440, and administrative expenses due to related party of $60,000, offset by interest earned on cash held in the Trust Account of $229,168.

For the three months ended June 30, 2024, we had a net loss of $78,378. Net loss is comprised primarily of formation and operating costs of $27,502, accounting and legal expenses of $498,364, listing fees of $21,250, insurance expense of $24,988, and administrative expenses due to related party of $30,000, offset by interest earned on cash held in the Trust Account of $523,726.

For the six months ended June 30, 2024, we had a net loss of $115,508. Net loss is comprised primarily of formation and operating costs of $73,970, accounting and legal expenses of $683,871, listing fees of $42,500, insurance expense of $43,850, advertising and marketing expenses of $18,369, administrative expenses of $158, and administrative expenses due to related party of $300,000, offset by interest earned on cash held in the Trust Account of $1,047,210.

The amounts reported above are still under review by the Registrant’s accounting staff and may differ once reported in the Form 10-Q to be filed by the Registrant. 

Integrated Wellness Acquisition Corp

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2025	By:	/s/ Matthew Malriat
		Matthew Malriat
		Chief Executive Officer and Chief Financial Officer

FAQ

Why is Integrated Wellness Acquisition Corp (WEL) filing its Q2 2025 Form 10-Q late?

The company states it cannot file the Form 10-Q for the quarter ended June 30, 2025 within the prescribed time without unreasonable effort or expense because it needs additional time to finalize the financial statements.

When does Integrated Wellness Acquisition Corp expect to file the delayed Q2 2025 Form 10-Q?

The company anticipates filing its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934.

What were Integrated Wellness Acquisition Corp’s preliminary Q2 2025 results?

For the three months ended June 30, 2025, the company reports a preliminary net loss of $24,353, primarily from formation and operating costs, accounting and legal expenses, insurance, and related-party administrative expenses, partially offset by interest earned on cash in the trust account.

How do Integrated Wellness Acquisition Corp’s preliminary year-to-date 2025 results compare to 2024?

For the six months ended June 30, 2025, the preliminary net loss is $316,854, compared with a net loss of $115,508 for the six months ended June 30, 2024, reflecting higher operating, professional, insurance, and related-party administrative costs, partly offset by trust interest income.

Are the preliminary financial figures for WEL’s Q2 2025 final?

No. The company states that the amounts reported for the three and six months ended June 30, 2025 are still under review by its accounting staff and may differ once reported in the Form 10-Q.

Has Integrated Wellness Acquisition Corp filed all other required periodic reports in the past 12 months?

Yes. The company indicates that all other required periodic reports under the Securities Exchange Act and Investment Company Act during the preceding 12 months have been filed.