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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): March 12, 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.) |
1441 Broadway, 6th Floor
New York, NY 10018
(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
March 12, 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 March 16, 2026 to September 16, 2026 (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 September 16, 2026 (including prior to March 16, 2026) (the “Liquidation Amendment Proposal”);
(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 |
| 2,862,508 |
|
38,175 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
| 2. |
Liquidation Amendment Proposal |
| For |
|
Against |
|
Abstain |
| 2,862,508 |
|
38,175 |
|
0 |
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 5,015 Class A ordinary shares exercised their rights to redeem such shares for
a pro rata portion of the funds in the Trust Account, including 4,925 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
$12.91 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 $64,743.65 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 March 12, 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 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/ Matthew Malriat |
|
| |
Name: Matthew Malriat |
|
| |
Title: Chief Executive Officer |
|
Dated: March 18, 2026
