Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2023, Integrated Wellness Acquisition Corp. (the "Company") issued
a promissory note (the "Note") in the principal amount of $1.15 million (the
"Extension Payment") to IWH Sponsor LP (the "Sponsor") in connection with the
Extension (as defined below). The Note bears no interest and is due and payable
upon the earlier to occur of (i) the date on which the Company's initial
business combination is consummated and (ii) the liquidation of the Company on
or before June 13, 2023 (unless extended to September 13, 2023) or such later
liquidation date as may be approved by the Company's stockholders.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 8.01. Other Events.
On March 14, 2023, the Company issued a press release announcing that the
Sponsor had deposited an aggregate of $1.15 million (representing $0.10 per
public share) into the Company's trust account for its public stockholders. The
deposit enables the Company to extend the date by which the Company has to
complete its initial business combination from March 13, 2023 to June 13, 2023
(the "Extension"). The Extension is the first of two three-month automatic
extensions permitted under the Company's governing documents and provides the
Company with additional time to complete its initial business combination with
Refreshing USA, LLC.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Title
10.1 Promissory Note, dated March 13, 2023
99.1 Press Release, dated March 14, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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