Sec Form 3 Filing - IWH Sponsor LP @ Integrated Wellness Acquisition Corp - 2021-12-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person IWH Sponsor LP 2. Issuer Name and Ticker or Trading Symbol Integrated Wellness Acquisition Corp [ WELU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 148 N MAIN STREET, 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2021 (Street) FLORIDA, NY10921 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B ordinary shares ( 1 ) ( 1 ) ( 1 ) Class A ordinary shares 2,875,000 D( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other IWH Sponsor LP 148 N MAIN STREET FLORIDA, NY10921 X Della Vergiliana Antonio Varano C/O INTEGRATED WELLNESS ACQUISITION CORP 148 N MAIN STREET FLORIDA10921 X X Forterre Hadrien C/O INTEGRATED WELLNESS ACQUISITION CORP 148 N MAIN STREET FLORIDA, NY10921 X X MacPerhson James T. C/O INTEGRATED WELLNESS ACQUISITION CORP 148 N MAIN STREET FLORIDA, NY10921 X X Chief Financial Officer IWH Sponsor GP LLC 148 N MAIN STREET FLORIDA, NY10921 X Signatures IWH Sponsor LP, By: /s/ IWH Sponsor GP LLC, its Managing Member, By: Hadrien Forterre, Managing Member 12/08/2021 Signature of Reporting Person Date IWH Sponsor GP LLC, By: /s/ Antonio Varano Della Vergiliana, a Managing Member 12/08/2021 Signature of Reporting Person Date /s/ Hadrien Forterre 12/08/2021 Signature of Reporting Person Date /s/ Antonio Varano DellaVergiliana 12/08/2021 Signature of Reporting Person Date /s/ James MacPherson 12/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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