Item 8.01. Other Events.
Integrated Wellness Acquisition Corp (the “Company”)
encourages its shareholders to vote in favor of the proposal to amend the Company’s amended and restated memorandum and articles
of association (the “Extension Amendment”) to extend the date by which the Company would be required to consummate
a business combination from June 13, 2023 to December 13, 2023 (the “Extension”). An extraordinary general meeting
of the shareholders of the Company (the “Meeting”) to approve the Extension Amendment and related proposals will be
held on June 2, 2023 at 10:00 a.m., Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New
York, New York 10105, and can be accessed virtually by visiting https://www.cstproxy.com/integratedwellnessholdings/2023.
As of 5:00 pm Eastern Time on May 31, 2023, the redemption deadline
for the Meeting, the Company has received requests to redeem a total of 6,363,562 Class A ordinary shares, which requests may be withdrawn
at any time prior to the Meeting. Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to
the Meeting by requesting the Company’s transfer agent, Continental Stock Transfer & Trust Company, to return such shares. If
no further redemption requests are submitted prior to the Meeting, the Company will have a total of 5,136,438 Class A ordinary shares
outstanding following the Meeting.
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”)
includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical
facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating
to the Company’s shareholder approval of the Extension Amendment and related proposals, its inability to complete an initial business
combination within the required time period or, and other risks and uncertainties indicated from time to time in filings with the SEC,
including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors”
and other documents the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers,
other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders
of the Company in favor of the approval of the Extension Amendment and related proposals. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the definitive proxy
statement dated May 4, 2023 (the “Extension Proxy Statement”), which may be obtained free of charge from the sources
indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Extension Amendment or other proposals included
in the Extension Proxy Statement. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and
other interested persons to read the Extension Proxy Statement, as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company, the Extension Amendment and related proposals. Shareholders may
obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to
the Company’s proxy solicitor: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, Toll-Free (800)
662-5200 or (203) 658-9400, or WEL.info@investor.morrowsodali.com.
