SEC Comment Letter 0000000000-23-004249 to Integrated Wellness Acquisition Corp (WEL, WEL-UN, WEL-WT) (CIK 0001877557) (WELNF)
Integrated Wellness Acquisition Corp (WEL, WEL-UN, WEL-WT) (CIK 0001877557)
Date: April 26, 2023 · CIK: 0001877557 · Accession: 0000000000-23-004249
AI Filing Summary & Sentiment
File numbers found in text: 001-41131
Letter
United States securities and exchange commission logo April 26, 2023 Steven Schapera Chief Executive Officer Integrated Wellness Acquisition Corp 148 N Main Street Florida, NY 10921 Re:Integrated Wellness Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed April 21, 2023 File No. 001-41131 Dear Steven Schapera: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed April 21, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameSteven Schapera Comapany NameIntegrated Wellness Acquisition Corp April 26, 2023 Page 2 FirstName LastName Steven Schapera Integrated Wellness Acquisition Corp April 26, 2023 Page 2 consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua N. Englard
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United States securities and exchange commission logo
April 26, 2023
Steven Schapera
Chief Executive Officer
Integrated Wellness Acquisition Corp
148 N Main Street
Florida, NY 10921
Re:Integrated Wellness Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-41131
Dear Steven Schapera:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 21, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
FirstName LastNameSteven Schapera
Comapany NameIntegrated Wellness Acquisition Corp
April 26, 2023 Page 2
FirstName LastName
Steven Schapera
Integrated Wellness Acquisition Corp
April 26, 2023
Page 2
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joshua N. Englard