SCHEDULE: LMR Partners Divests Integrated Wellness Acquisition Corp. Shares

LMR Partners and its affiliates reported a 0% beneficial ownership in Integrated Wellness Acquisition Corp.'s Class A Ordinary Shares as of December 31, 2025, indicating a full divestment of previously held shares.

Summary

• LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited, LMR Partners (Ireland) Limited, and individuals Ben Levine and Stefan Renold, collectively reported 0% beneficial ownership of Integrated Wellness Acquisition Corp.'s Class A Ordinary Shares as of December 31, 2025.
• This Schedule 13G Amendment No. 1 indicates a complete divestment of the Class A Ordinary Shares previously held by certain funds managed by LMR Investment Managers.
• LMR Master Fund and LMR CCSA Master Fund continue to hold warrants to purchase 25,000 Class A Ordinary Shares each, totaling 50,000 warrants, with an exercise price of $11.50 per share.
• The warrants are exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering, and expire five years after the business combination or earlier upon redemption or liquidation.
• The reporting persons certified that the securities were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative signal for Integrated Wellness Acquisition Corp. as a significant institutional investor has fully divested its common share position, suggesting reduced confidence in the company's immediate equity prospects, despite retaining warrants.

Positives

• The reporting persons continue to hold warrants, indicating potential future interest if the company's performance improves or a business combination is successful.

Negatives

• LMR Partners and its affiliates have fully divested their Class A Ordinary Shares, reducing their direct equity stake to 0%.

Risks

• The warrants held by LMR Master Fund and LMR CCSA Master Fund are subject to an exercise price of $11.50, which may not be met if the share price does not appreciate sufficiently after the business combination.
• The warrants' exercisability is contingent on the completion of the Issuer's initial business combination, introducing uncertainty.
• The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation, posing a time-sensitive risk.

Future Outlook

The filing does not provide explicit forward-looking statements from the issuer. However, the continued holding of warrants by LMR funds suggests a potential future interest in the company's performance post-business combination, contingent on the share price exceeding the $11.50 exercise price.

Management Comments

• "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities."

Industry Context

StockSavvy.ai notes that a significant institutional investor like LMR Partners divesting its entire common share position in a SPAC (Special Purpose Acquisition Company) like Integrated Wellness Acquisition Corp. can signal a loss of confidence in the SPAC's ability to complete a favorable business combination or in the potential target's value. While warrants are retained, indicating some speculative interest, the full divestment of shares is a notable move in the SPAC market, where investor sentiment is highly sensitive to such actions.

Comparison to Industry Standards

• The divestment by LMR Partners, a multi-strategy hedge fund, aligns with a broader trend observed in the SPAC market where institutional investors frequently adjust their positions based on the perceived likelihood and attractiveness of a de-SPAC transaction.
• Compared to other SPACs where institutional investors maintain significant stakes through the de-SPAC process, LMR's complete exit from common shares in Integrated Wellness Acquisition Corp. suggests a more cautious or less optimistic view on the immediate equity upside, similar to how some large funds like Millennium Management or Citadel might reduce exposure to SPACs nearing their combination deadline without a clear, compelling target.
• The retention of warrants, however, is a common strategy for SPAC investors to maintain exposure to potential upside at a lower cost, akin to the strategies employed by funds in SPACs like Gores Holdings or Churchill Capital, where warrant holdings often outlast common share positions.

Stakeholder Impact

• Shareholders: Existing shareholders may view the divestment by a large institutional investor as a negative signal, potentially impacting share price and investor confidence.
• Management: The divestment could put pressure on management to demonstrate progress towards a successful business combination to attract new institutional investment.

Next Steps

• The warrants held by LMR Master Fund and LMR CCSA Master Fund will become exercisable upon the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering.
• The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.

Key Dates

Recommendation

The complete divestment of common shares by a sophisticated institutional investor like LMR Partners, as indicated by the 0% beneficial ownership, suggests a lack of conviction in the immediate equity value or prospects of Integrated Wellness Acquisition Corp. While warrants are retained, the absence of direct share ownership removes a significant institutional holder, which could negatively impact investor sentiment and share price. This action signals a potential re-evaluation of the investment thesis by a major player.

Keywords

Integrated Wellness Acquisition Corp., LMR Partners, Schedule 13G, beneficial ownership, Class A Ordinary Shares, warrants, divestment, investment managers, SEC filing, G4828B100