Integrated Wellness Acquisition Corp (WELNF) files notice of late Q2 2026 10-Q

Rhea-AI Filing Summary

Integrated Wellness Acquisition Corp filed a notice that its Form 10‑Q for the quarter ended June 30, 2026 will be filed late. The company states it cannot complete the report within the prescribed time without unreasonable effort or expense and needs additional time to finalize the financial statements.

It represents that the Form 10‑Q will be filed within the allowed Rule 12b‑25 extension period, which is up to five calendar days after the original due date. The company indicates all required periodic reports for the past 12 months have not been filed, specifically its Form 10‑K for December 31, 2025 and Form 10‑Q for March 31, 2026 remain outstanding. It also responds that it does not anticipate a significant change in results of operations versus the prior‑year period, while noting it is still in the preliminary stage of preparing the June 30, 2026 financial statements.

Positive

• None.

Negative

• Multiple late SEC reports: the company has not yet filed its Form 10‑K for December 31, 2025 or Form 10‑Q for March 31, 2026, in addition to delaying the June 30, 2026 Form 10‑Q, indicating ongoing reporting and compliance challenges.

Key Figures

Quarterly period end: June 30, 2026 Prior annual period end: December 31, 2025 Prior quarterly period end: March 31, 2026 +1 more

4 metrics

Quarterly period end June 30, 2026 Period covered by the delayed Form 10-Q

Prior annual period end December 31, 2025 Form 10-K for this year remains unfiled

Prior quarterly period end March 31, 2026 Form 10-Q for this quarter remains unfiled

Extension length for Form 10-Q 5 calendar days Maximum Rule 12b-25 extension beyond the prescribed due date

Key Terms

Rule 12b-25, unreasonable effort or expense, significant change in results of operations

3 terms

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

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.

unreasonable effort or expense financial

"could not be filed without unreasonable effort or expense"

significant change in results of operations financial

"anticipated that any significant change in results of operations"

FAQ

Why did Integrated Wellness Acquisition Corp (WELNF) delay its June 30, 2026 Form 10-Q?

Integrated Wellness Acquisition Corp delayed its June 30, 2026 Form 10-Q because it needs more time to finalize its financial statements. The company states filing on time would require unreasonable effort or expense and is using the Rule 12b‑25 extension.

When does Integrated Wellness Acquisition Corp (WELNF) expect to file the delayed June 30, 2026 Form 10-Q?

The company expects to file the June 30, 2026 Form 10-Q within the five calendar day extension allowed under Rule 12b‑25. This period runs from the original prescribed due date for the quarterly report.

Which other SEC reports are outstanding for Integrated Wellness Acquisition Corp (WELNF)?

Integrated Wellness Acquisition Corp reports that it has not filed its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026, in addition to the delayed June 30, 2026 Form 10‑Q.

Does Integrated Wellness Acquisition Corp (WELNF) expect significant changes in results for the June 30, 2026 quarter?

The company answers that it does not anticipate a significant change in results of operations versus the same period last year. It also notes it is still in the preliminary stage of preparing the June 30, 2026 financial statements.

What rule is Integrated Wellness Acquisition Corp (WELNF) relying on for the late Form 10-Q filing?

The company is relying on Rule 12b‑25, which allows extra time to file periodic reports when they cannot be completed on time without unreasonable effort or expense. For Form 10‑Q, this provides up to a five-day extension.

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Available on EDGAR 08/14/2026 - 05:01 PM Accepted by SEC EDGAR 08/14/2026 - 05:00 PM Learn about SEC filing dates

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, 2026

¨ 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):	48 Wall Street,  Level 11
City, State and Zip Code:	New York, NY, 10005

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;
¨	(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, 2026 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.    

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).

¨ Yes x No

Annual Report on Form 10-K for the year ended December 31, 2025.  

Quarterly Report on Form 10-Q for the three months ended March 31, 2026.

(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.

The Registrant is currently in the preliminary stage of preparing the financial statements for the quarterly period ended June 30, 2026, and as a result, a reasonable estimate of the results of operations cannot be made at this time.

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 14, 2026	By:	/s/ Matthew Malriat
		Matthew Malriat
		Chief Executive Officer and Chief Financial Officer