WELNF files NT 10-Q citing review needs, higher 2025 losses

Rhea-AI Filing Summary

Integrated Wellness Acquisition Corp filed a notice that it will submit its Form 10-Q for the quarter ended September 30, 2025 after the deadline, relying on a short extension because it needs more time to finalize its financial statements.

The company expects to report a net loss of $302,631 for the three months ended September 30, 2025 and a net loss of $619,485 for the nine-month period. For the same three- and nine-month periods in 2024, net losses were $24,472 and $139,980. Across both years, results reflect formation and operating costs, accounting and legal expenses, insurance, and related-party administrative expenses, partially offset by interest earned on cash held in the trust account.

Insights

Equity & SPAC Analyst

Late 10-Q filing with notably higher 2025 losses versus 2024.

Integrated Wellness Acquisition Corp has notified that its Form 10-Q for the quarter ended September 30, 2025 will be filed after the prescribed due date, using the available short extension because it needs additional time to finalize financial statements. This type of notice is a procedural step but can signal internal timing or resource pressures around financial reporting.

The company preliminarily reports a net loss of $302,631 for the three months and $619,485 for the nine months ended September 30, 2025. For the same periods in 2024, net losses were $24,472 and $139,980. These losses are driven by formation and operating costs, accounting and legal expenses, insurance, and related-party administrative expenses, partly offset by interest from cash held in the trust account.

The disclosure notes that the 2025 figures remain under review by the accounting staff and may change once the Form 10-Q is filed. The company also indicates that all other required periodic reports over the prior 12 months have been filed, suggesting the delay is specific to this quarter rather than part of a broader filing pattern.

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: September 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 September 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.  

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?

 
xYes ¨ 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 September 30, 2025, we had a net loss of $302,631. Net loss is comprised primarily of formation and operating costs of $167,052, accounting and legal expenses of $184,122, insurance expense of $39,778, and administrative expenses due to related party of $30,000, offset by interest earned on cash held in the Trust Account of $118,321.

For the nine months ended September 30, 2025, we had a net loss of $619,485. Net loss is comprised primarily of formation and operating costs of $379,981, accounting and legal expenses of $406,775, insurance expense of $90,217, and administrative expenses due to related party of $90,000, offset by interest earned on cash held in the Trust Account of $347,489.

For the three months ended September 30, 2024, we had a net loss of $24,472. Net loss is comprised primarily of formation and operating costs of $13,746, accounting and legal expenses of $443,204, listing fees of $21,250, insurance expense of $50,000, and administrative expenses due to related party of $30,000, offset by interest earned on cash held in the Trust Account of 533,728.

For the nine months ended September 30, 2024, we had a net loss of $139,980. Net loss is comprised primarily of formation and operating costs of $87,715, accounting and legal expenses of $1,127,079, listing fees of $63,750, insurance expense of $93,850, advertising and marketing expenses of $18,369, and administrative expenses of $330,156 (of which $330,000 is due to related party), offset by interest earned on cash held in the Trust Account of $1,580,939.

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: November 17, 2025	By:	/s/ Matthew Malriat
		Matthew Malriat
		Chief Executive Officer and Chief Financial Officer

FAQ

Why did Integrated Wellness Acquisition Corp (WELNF) file an NT 10-Q?

The company stated it could not file its Form 10-Q for the quarter ended September 30, 2025 within the prescribed time period without unreasonable effort or expense because it needs additional time to finalize the financial statements.

When will Integrated Wellness Acquisition Corp file its delayed Form 10-Q?

The company indicated that the delayed quarterly report will be filed on or before the fifth calendar day following the prescribed due date, consistent with the extension terms it is relying on.

What are the preliminary 2025 results disclosed by Integrated Wellness Acquisition Corp?

For the three months ended September 30, 2025, the company reports a preliminary net loss of $302,631, and for the nine months ended on that date, a preliminary net loss of $619,485, subject to final review.

How do Integrated Wellness Acquisition Corp’s 2025 losses compare with 2024?

For the three months ended September 30, 2024, net loss was $24,472, and for the nine months ended that date, net loss was $139,980, both lower than the preliminary losses disclosed for the comparable 2025 periods.

What main items drive Integrated Wellness Acquisition Corp’s net losses?

The net losses reflect formation and operating costs, accounting and legal expenses, insurance expense, and administrative expenses due to a related party, partially offset by interest earned on cash held in the trust account.

Are the preliminary figures in Integrated Wellness Acquisition Corp’s NT 10-Q final?

No. The company states that the amounts reported for the periods ended September 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 been current with other SEC filings?

Yes. The company indicates that all other periodic reports required during the preceding 12 months, or for the shorter period it was required to file, have been filed.