10-K: Integrated Wellness Acquisition Corp Extends Deadline, Faces Delisting

Integrated Wellness Acquisition Corp. has amended its articles of association to extend the deadline for its business combination to September 16, 2026, following significant shareholder redemptions and delisting from the NYSE.

Summary

• Integrated Wellness Acquisition Corp. (IWAC) has amended its articles of association to extend the deadline for its initial business combination to September 16, 2026.
• The company has experienced significant redemptions of its Class A ordinary shares, with approximately $14.3 million redeemed in January 2026 and an additional $66,068 in March 2026.
• IWAC's securities were delisted from the NYSE on December 13, 2024, and are now trading on the OTC Markets.
• The company continues to pursue a business combination with Btab Ecommerce Group, Inc., with shareholder approval for the merger obtained on December 12, 2025.
• The financial statements indicate substantial doubt about the company's ability to continue as a going concern due to a lack of cash and a working capital deficit.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the ongoing uncertainty of a business combination, significant redemptions, and the company's going concern status, despite the progress made towards the Btab merger.

Positives

• Shareholder approval for the Btab business combination was obtained on December 12, 2025.
• The company has successfully extended its deadline to consummate a business combination to September 16, 2026.
• The sponsor and its affiliates continue to provide financial support through promissory notes and potential working capital loans.

Negatives

• The company's securities have been delisted from the NYSE and are now trading on the OTC Markets.
• Significant redemptions by public shareholders have substantially reduced the funds available in the trust account.
• There is substantial doubt about the company's ability to continue as a going concern due to a lack of cash and a working capital deficit.
• The company has incurred substantial legal and accounting expenses.
• The company's ability to complete a business combination is subject to various closing conditions, including regulatory approvals and shareholder votes.

Risks

• Failure to consummate a business combination by September 16, 2026, will trigger an automatic redemption of public shares and liquidation of the company.
• The company's securities are no longer listed on the NYSE, which may impact liquidity and investor interest.
• The ongoing pursuit of a business combination involves significant costs and uncertainties.
• The company faces intense competition from other SPACs and acquisition-seeking entities.
• The company's prospects may depend entirely on the future performance of a single business post-combination, lacking diversification.

Future Outlook

The company's future outlook is contingent on the successful completion of its business combination with Btab Ecommerce Group, Inc. by September 16, 2026. Failure to do so will result in liquidation. The company faces substantial doubt regarding its ability to continue as a going concern.

Management Comments

• The company's management is actively pursuing a business combination and has extended the deadline to do so.
• Management acknowledges the substantial doubt about the company's ability to continue as a going concern.
• The company has implemented remediation plans for identified material weaknesses in internal controls.

Industry Context

StockSavvy.ai notes that Integrated Wellness Acquisition Corp. is operating within the challenging SPAC market, characterized by increased competition, regulatory scrutiny, and a need for timely business combinations. The company's recent delisting from the NYSE and significant redemptions highlight the difficulties many SPACs face in meeting their objectives within the mandated timelines.

Comparison to Industry Standards

• Many SPACs face similar challenges in completing business combinations within their initial timeframes, leading to extensions or liquidations.
• The trend of significant shareholder redemptions is common among SPACs, impacting the capital available for the target business.
• Delisting from major exchanges like the NYSE is a risk for SPACs that fail to meet listing requirements, often due to prolonged search periods for a business combination.

Management Changes

Related Party Transactions

• The company has outstanding promissory notes with its sponsor (Suntone Investment Pty Ltd) and its affiliates totaling $3,914,459 as of December 31, 2025.
• The company has a due to related party balance of $233,229 as of December 31, 2025, owed to the sponsor.
• The sponsor has waived administrative service fees, which are accounted for as capital contributions.

Stakeholder Impact

• Public shareholders face the risk of losing their investment if the business combination is not completed by the deadline, leading to liquidation.
• The delisting from the NYSE may negatively impact the liquidity and market value of ordinary shares and warrants.
• Creditors may have claims against the company's assets, potentially reducing the amount available for shareholder redemptions in case of liquidation.

Next Steps

• Complete the business combination with Btab Ecommerce Group, Inc. by September 16, 2026.
• If the business combination is not completed, the company will cease operations, redeem public shares, and liquidate.
• Continue to address material weaknesses in internal controls over financial reporting.

Key Dates

Recommendation

The company faces significant headwinds including delisting from the NYSE, substantial shareholder redemptions, and ongoing doubts about its ability to continue as a going concern. While a business combination with Btab is progressing, the extended deadlines and the overall market conditions for SPACs suggest a high degree of risk for investors. The potential for liquidation if the business combination fails further supports a negative outlook.

Keywords

Special Purpose Acquisition Company, Business Combination, Btab Ecommerce Group, Shareholder Redemptions, Delisting, Trust Account, Going Concern, SEC Filing