IWH Sponsor LP - Dec 8, 2021 Form 3 Insider Report for Integrated Wellness Acquisition Corp (WEL)

Role: 10%+ Owner
Signature: IWH Sponsor LP, By: /s/ IWH Sponsor GP LLC, its Managing Member, By: Hadrien Forterre, Managing Member
Stock symbol: WEL
Transactions as of: Dec 8, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/8/2021, 07:33 PM
Next filing: Feb 5, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	WEL	Class B ordinary shares							Dec 8, 2021	Class A ordinary shares	2.88M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the registrant's registration statement on Form S-1 (File No. 333-260713) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein. The Class B ordinary shares have no expiration date.
F2	These shares represent the Class B ordinary shares held by IWH Sponsor LP (the "Sponsor") acquired pursuant to a subscription agreement dated as of July 7, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriters' do not exercise their over-allotment option in connection with the registrant's initial public offering in full. IWH Sponsor GP LLC is the general partner of the Sponsor. Hadrien Forterre, Antonio Varano Della Vergiliana and Arcturus Holdings, LLC are the managing members of IWH Sponsor GP LLC. James MacPherson is the managing member of Arcturus Holdings, LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Content

As described in the registrant's registration statement on Form S-1 (File No. 333-260713) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the registrant's initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein. The Class B ordinary shares have no expiration date.

These shares represent the Class B ordinary shares held by IWH Sponsor LP (the "Sponsor") acquired pursuant to a subscription agreement dated as of July 7, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 375,000 shares that are subject to forfeiture to the extent that the underwriters' do not exercise their over-allotment option in connection with the registrant's initial public offering in full. IWH Sponsor GP LLC is the general partner of the Sponsor. Hadrien Forterre, Antonio Varano Della Vergiliana and Arcturus Holdings, LLC are the managing members of IWH Sponsor GP LLC. James MacPherson is the managing member of Arcturus Holdings, LLC. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.