Integrated Wellness (OTC: WELNF) notifies SEC of late 2025 10-K, plans 15-day filing

Rhea-AI Filing Summary

Integrated Wellness Acquisition Corp. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025. The company states additional time is needed to finalize the year-end financial statements and expects to file within the fifteen-day grace period provided by Rule 12b-25.

Insights

Corporate Reporting Expert

Late filing due to finalizing year-end financials; company expects to use Rule 12b-25 grace period.

The filing states that additional time is required to finalize the financial statements for the fiscal year ended December 31, 2025. This is a procedural disclosure that preserves compliance pathways under Rule 12b-25.

Cash-flow and material operational figures are not provided in the excerpt; subsequent filing will disclose those metrics. Timing: company expects to file within the fifteen-day extension.

Key Figures

Fiscal period end: December 31, 2025 Extension window: 15 days Notification date: April 1, 2026 +1 more

4 metrics

Fiscal period end December 31, 2025 Period covered by the delayed Form 10-K

Extension window 15 days Grace period under Rule 12b-25 the company expects to use

Notification date April 1, 2026 Date the Form 12b-25 was signed by the CEO

Contact phone (917) 397-7625 Contact provided for questions about the notification

Key Terms

Rule 12b-25, Form 12b-25, Form 10-K

3 terms

Rule 12b-25 regulatory

"expects to file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K regulatory

"unable to file its Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

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

For Period Ended: December 31, 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-K for the fiscal year ended December 31, 2025 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements for the fiscal year ended December 31, 2025. The Registrant anticipates that it will file its Form 10-K within the fifteen-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?

¨ Yes x 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.

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: April 1, 2026	By:	/s/ Matthew Malriat
		Matthew Malriat
		Chief Executive Officer

FAQ

Why did WELNF file a Form 12b-25?

WELNF filed Form 12b-25 because it needs extra time to finalize its fiscal year 2025 financial statements. The company says it cannot complete the Form 10-K without unreasonable effort or expense and expects to file within the 15-day relief window under Rule 12b-25.

When does Integrated Wellness expect to file its Form 10-K for 2025?

Integrated Wellness expects to file its Form 10-K within the fifteen-calendar-day grace period allowed by Rule 12b-25. The notification specifically says the registrant anticipates filing the annual report within that 15-day extension following the prescribed due date.

Does the Form 12b-25 indicate changes to 2025 earnings for WELNF?

No. The notice explicitly states that the company does not anticipate any significant change in results of operations compared with the prior year. Therefore, no quantitative change to earnings is described in this notification.

Who can investors contact about WELNF's late filing?

The company provided a contact: Matthew Malriat, Chief Executive Officer, with telephone (917) 397-7625. This is the named person for inquiries regarding the Form 12b-25 late filing and any related procedural questions.