Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp is a Cayman Islands exempted company formed as a blank check company for the purpose of effecting an initial business combination. The company consummated its initial public offering on December 13, 2021, selling 11,500,000 units at $10.00 per unit to generate gross proceeds of $115,000,000, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per whole share. Simultaneously, the company completed a private placement of 6,850,000 warrants to its sponsor at $1.00 per warrant, generating $6,850,000 in gross proceeds. A total of $117,300,000, equal to $10.20 per unit, was placed in a trust account maintained by Continental Stock Transfer & Trust Company, and as of June 30, 2026, the trust held $13.19 per share. The company's common stock trades over the counter under the ticker WEL, formerly listed on the New York Stock Exchange.

On May 30, 2024, Integrated Wellness Acquisition Corp entered into a Business Combination Agreement with Btab Ecommerce Group, Inc., a Georgia corporation, which was amended and restated on August 26, 2024. The transaction is structured as a two-step merger involving a domestication of the company from the Cayman Islands to Delaware, with IWAC Holding Company Inc., a Delaware corporation, serving as the public company vehicle to be renamed "Btab Ecommerce Holdings, Inc." upon closing. The transaction consideration to be paid to Btab shareholders is $250,000,000, payable solely through the issuance of 25,000,000 new shares of Pubco common stock valued at $10.00 per share, consisting of 24,900,000 Class A common shares and 100,000 Class V common shares. Binson Lau, the Chief Executive Officer of Btab and Chairman of the Board of Integrated Wellness Acquisition Corp, is party to a pre-closing reorganization in which he exchanges his Btab preferred and common shares for 100,000 newly created Btab Class V shares carrying 10,000 votes per share.

The Business Combination Agreement contains customary representations, warranties, covenants, and exclusivity restrictions for both parties, and is subject to closing conditions including shareholder approval from both companies, effectiveness of a registration statement, HSR Act clearance, and the company maintaining at least $5,000,001 of net tangible assets. The agreement may be terminated under customary circumstances, including by either party if the merger is not consummated by the last date for the company to complete its initial business combination under its governing documents. An extraordinary general meeting is scheduled for September 15, 2026, at which shareholders will vote on extension amendment and liquidation amendment proposals. The company's acquisition criteria require that any target business or businesses together have an aggregate fair market value of at least 80% of the net assets held in the trust account at the time of signing a definitive agreement, and the company has stated it is not prohibited from pursuing a combination with an affiliated entity, subject to obtaining a fairness opinion from an independent investment banking firm in such circumstances.