Integrated Wellness extends deal deadline to 2027

Rhea-AI Filing Summary

Integrated Wellness Acquisition Corp (WELNF) obtained shareholder approval at an extraordinary general meeting on September 15, 2026 to amend its charter and extend the deadline to consummate an initial business combination from September 16, 2026 to March 16, 2027, with the board retaining discretion to choose an earlier date. Shareholders also approved a separate amendment allowing the board to elect to wind up the company’s operations earlier than March 16, 2027, including before September 16, 2026. In connection with the meeting, holders of 24,908 Class A ordinary shares exercised redemption rights for a pro rata portion of the Trust Account, with the company estimating an aggregate payout of approximately $330,414, or about $13.19 per share. The charter amendment reflecting these changes was filed with the Cayman Islands Registrar of Companies on September 17, 2026.

Filing Explained

The redemption disclosure is not final: the company is still calculating the per-share amount, estimated at $13.19, and expects approximately $330,414 to leave the Trust Account; it will amend the filing if the final amount materially differs.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Extension deadline: March 16, 2027 Prior deadline: September 16, 2026 Votes for Extension Amendment Proposal: 2,875,061 votes +5 more

8 metrics

Extension deadline March 16, 2027 New date by which an initial business combination must be consummated

Prior deadline September 16, 2026 Original date to complete an initial business combination before the extension

Votes for Extension Amendment Proposal 2,875,061 votes Shareholder votes in favor of extending the business combination deadline

Votes for Liquidation Amendment Proposal 2,875,000 votes Shareholder votes in favor of allowing earlier winding up

Shares redeemed 24,908 shares Class A ordinary shares redeemed in connection with the meeting

Estimated per share redemption amount $13.19 per share Estimated cash paid from the Trust Account per redeemed Class A ordinary share

Estimated total redemption outflow $330,414 Approximate amount expected to be removed from the Trust Account for redemptions

Charter amendment filing date September 17, 2026 Date the Charter Amendment was filed with the Cayman Islands Registrar of Companies

Key Terms

extraordinary general meeting, initial business combination, Trust Account, amended and restated memorandum and articles of association, +1 more

5 terms

extraordinary general meeting regulatory

"the Company held an extraordinary general meeting of shareholders"

initial business combination financial

"to consummate an initial business combination from September 16, 2026"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Trust Account financial

"a pro rata portion of the funds in the Trust Account including 24,756"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

amended and restated memorandum and articles of association regulatory

"to amend by special resolution the Company’s amended and restated memorandum"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

forward-looking statements regulatory

"contains certain forward-looking statements that express the Company’s opinions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did Integrated Wellness Acquisition Corp (WELNF) approve on September 15, 2026?

Shareholders approved amendments to the charter to extend the initial business combination deadline from September 16, 2026 to March 16, 2027, while allowing the board to choose an earlier date to wind up the company’s operations, including before September 16, 2026.

How many WELNF shares were redeemed in connection with the extraordinary general meeting?

Shareholders holding 24,908 Class A ordinary shares exercised their redemption rights in connection with the extraordinary general meeting, including 24,756 shares linked to both this meeting and the December 8, 2025 meeting on the initial business combination.

What cash outflow from the Trust Account does WELNF expect due to these redemptions?

Integrated Wellness Acquisition Corp expects approximately $330,414 to be removed from its Trust Account to pay redeeming shareholders, based on an estimated per share redemption amount of about $13.19 for the 24,908 redeemed Class A ordinary shares.

What is the estimated per share redemption price for WELNF Class A ordinary shares?

The company estimates a per share redemption amount of approximately $13.19 for Class A ordinary shares redeemed in connection with the September 15, 2026 extraordinary general meeting. It plans to amend its report if the final amount is materially different from this estimate.

Did WELNF shareholders approve the ability to liquidate earlier than March 16, 2027?

Yes. Shareholders approved the Liquidation Amendment Proposal, permitting the board, in its sole discretion, to elect to wind up the company’s operations on an earlier date than March 16, 2027, including a date prior to September 16, 2026.

Was the adjournment proposal considered at the WELNF extraordinary general meeting?

No. The adjournment proposal was not presented to shareholders at the meeting because there were already sufficient votes to approve the extension and liquidation amendments, which had been previously voted on by proxy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 04:31 PM Accepted by SEC EDGAR 09/21/2026 - 04:30 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) 

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 15, 2026

INTEGRATED WELLNESS ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41131		98-1615488
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

48 Wall Street, Level 11

New York, NY 10005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 397-7625

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 15, 2026, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:

(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association, as amended prior to the date hereof (the “M&A”), to extend the date by which the Company has to consummate an initial business combination from September 16, 2026 to March 16, 2027 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Extension Amendment Proposal”);

(b) a proposal to amend by special resolution the M&A to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 16, 2027 (including prior to September 16, 2026) (the “Liquidation Amendment Proposal”); and

(c) a proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).

The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

1. Extension Amendment Proposal

For			Against			Abstain
2,875,061			0			0

Accordingly, the Extension Amendment Proposal was approved.

2. Liquidation Amendment Proposal

For			Against			Abstain
2,875,000			0			61

Accordingly, the Liquidation Amendment Proposal was approved.

As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.

In connection with the Meeting, shareholders holding 24,908 Class A ordinary shares exercised their rights to redeem such shares for a pro rata portion of the funds in the Trust Account including 24,756 shares that were redeemed in connection with both the Meeting and the extraordinary general meeting of shareholders held by the Company on December 8, 2025 to approve, among other things, its initial business combination. The final per share redemption amount is currently being calculated. The Company has estimated it to be approximately $13.19 per share and will file an amended Current Report on Form 8-K to disclose the final amount if it is materially different from the estimated amount. As a result, the Company expects that approximately $330,414 will be removed from the Trust Account to pay such holders.

The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on September 17, 2026. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Current Report on Form 8-K and include statements regarding the Company’s intentions, beliefs or current expectations concerning the Company’s performance, business and future events. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed or implied by such forward-looking statements. The forward-looking statements made in this Current Report on Form 8-K speak only as of the date hereof and the Company disclaims any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in the Company’s expectations or future events.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendments to the Amended and Restated Memorandum and Articles of Association of the Company, as amended
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Integrated Wellness Acquisition Corp
By:	/s/ Binson Lau
	Name: Binson Lau
	Title: Co-Chief Executive Officer

Dated: September 21, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 5.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB