DEFA14A: Integrated Wellness Q3 2025: Btab Merger Progress Amid Delisting

Integrated Wellness Acquisition Corp. reports a net loss of $302,631 for Q3 2025 and $619,485 for the nine months ended September 30, 2025, while progressing towards a business combination with Btab Ecommerce Group, Inc. despite a NYSE delisting.

Summary

• Net loss for the three months ended September 30, 2025, was $302,631, a significant increase from $24,472 for the same period in 2024.
• Net loss for the nine months ended September 30, 2025, was $619,485, compared to $139,980 for the same period in 2024.
• Cash held in the Trust Account increased to $15,044,640 as of September 30, 2025, from $14,215,318 as of December 31, 2024.
• Total liabilities increased to $12,696,752 as of September 30, 2025, from $11,341,823 as of December 31, 2024.
• The company is a blank check company (SPAC) actively pursuing a business combination with Btab Ecommerce Group, Inc.
• The proposed business combination involves Pubco (expected to be renamed Btab Ecommerce Holdings, Inc.) acquiring IWAC and Btab, with Btab shareholders receiving 25,000,000 new shares of Pubco common stock valued at $10.00 per share, totaling $250,000,000.
• The company was delisted from the NYSE on December 13, 2024, and its securities now trade on the OTC Markets under ticker symbols WELUF, WELNF, and WELWF.
• The deadline to complete a business combination has been extended multiple times, with the current Termination Date set for December 15, 2025.
• Management has identified material weaknesses in internal controls related to the financial statement close process and the accounting for complex transactions.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, evidenced by increasing net losses, zero cash outside the trust, a significant working capital deficit, and explicit 'going concern' doubt. The NYSE delisting and repeated delays in completing a business combination, coupled with identified material weaknesses in internal controls, paint a highly negative picture despite the ongoing merger efforts.

Positives

• Interest earned on cash held in the Trust Account for the nine months ended September 30, 2025, was $347,489.
• The Sponsor waived administrative services fees totaling $90,000 for the nine months ended September 30, 2025, and $330,000 for the same period in 2024, which helped reduce operating expenses.
• The company is progressing towards a definitive business combination agreement with Btab Ecommerce Group, Inc., having filed a definitive proxy statement on November 12, 2025.

Negatives

• Net loss significantly increased to $302,631 for Q3 2025 from $24,472 in Q3 2024, and to $619,485 for the nine months ended September 30, 2025, from $139,980 in the prior year period.
• The company had $0 cash held outside the Trust Account as of September 30, 2025, indicating severe liquidity issues for general operations.
• A working capital deficit of $8,669,147 as of September 30, 2025, raises substantial doubt about the company's ability to continue as a going concern.
• The company was delisted from the NYSE on December 13, 2024, and its securities now trade on the less liquid OTC Markets.
• Accumulated deficit increased to $(12,694,435) as of September 30, 2025, from $(11,335,628) as of December 31, 2024.
• Multiple extensions have been required to complete a business combination, leading to significant redemptions of Class A ordinary shares by public shareholders.
• Identified material weaknesses in disclosure controls and procedures, specifically concerning the financial statement close process and accounting for complex transactions.

Risks

• The company's ability to complete the Business Combination by the Termination Date of December 15, 2025, is uncertain, and failure to do so would result in liquidation and warrants expiring worthless.
• The Business Combination may be adversely affected by various factors beyond the company's control, including changes in laws, financial market downturns, economic conditions, inflation, interest rate fluctuations, supply chain disruptions, and geopolitical instability.
• There is substantial doubt about the company's ability to continue as a going concern due to significant costs incurred in pursuit of its acquisition plans and the potential inability to raise additional capital.
• Material weaknesses in disclosure controls and procedures, related to financial statement classification and accounting for complex transactions, could impact the reliability of financial reporting.
• In the event of liquidation, the per share value of assets remaining for distribution may be less than the per share amount initially held in the Trust Account.
• The Sponsor has agreed to be liable for certain third-party claims that reduce Trust Account funds below $10.20 per Public Share, but this liability has exceptions and may not cover all potential shortfalls.

Future Outlook

The company expects to be renamed Btab Ecommerce Holdings, Inc. upon the consummation of the business combination with Btab Ecommerce Group, Inc. Management anticipates incurring significant costs to complete the initial business combination and acknowledges substantial doubt about its ability to continue as a going concern without additional capital or successful completion of the merger. The company will continue to implement remediation plans for identified material weaknesses in internal controls.

Management Comments

• "We expect to incur significant costs in connection with our initial business combination."
• "We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful."
• "These factors, among others, raise substantial doubt about our ability to continue as a going concern."
• "We will not generate any operating revenues until after completion of our initial business combination."
• "We intend to use the funds held outside the Trust Account primarily to close our business combination with Btab."

Industry Context

As a Special Purpose Acquisition Company (SPAC), Integrated Wellness Acquisition Corp. operates within a highly competitive and time-sensitive sector. The ongoing challenges, including multiple extensions and a NYSE delisting, reflect broader market skepticism and increased regulatory scrutiny faced by SPACs struggling to complete mergers within their mandated timelines. The proposed merger with Btab Ecommerce Group, Inc. positions the company to enter the e-commerce sector, a dynamic industry, but the current financial instability and governance issues could hinder its ability to compete effectively post-merger.

Comparison to Industry Standards

• The company's delisting from NYSE and subsequent trading on OTC Markets is a significant negative deviation from industry standards for publicly traded SPACs, which typically aim for listing on major exchanges post-merger.
• The repeated extensions of the business combination deadline (from 18 months to 21 months, then to December 13, 2023, December 13, 2024, and finally December 15, 2025) indicate a prolonged and challenging search for a suitable target or difficulties in closing the Btab deal, contrasting with more efficient SPACs that complete mergers within initial timelines.
• The substantial redemptions of Class A ordinary shares (e.g., $64,980,943 in June 2023, $12,644,095 in December 2023, $36,721,262 in December 2024) suggest a lack of investor confidence in the proposed business combinations or the company's ability to execute, which is worse than industry averages for successful SPACs.
• The identified material weaknesses in internal controls are below industry best practices for financial reporting and corporate governance, potentially impacting investor trust and operational efficiency.

Management Changes

Corporate Governance

Legal Proceedings

• No material litigation currently pending or contemplated against the company, its officers, or directors.

Related Party Transactions

• Sponsor waiver of administrative services fees totaling $90,000 for the nine months ended September 30, 2025, and $330,000 for the same period in 2024.
• Promissory notes from the Prior Sponsor (Extension Note and Second Extension Note) totaling $1,790,000 as of September 30, 2025.
• Promissory note from Suntone (January 2025 Note) for an aggregate principal amount of up to $4,000,000, with $3,676,223 borrowed as of September 30, 2025.
• Due from related party (Sponsor) of $2,605 as of September 30, 2025.
• Due to related party (Sponsor) of $233,229 as of September 30, 2025.
• Potential Working Capital Loans from the Sponsor, affiliates, or officers/directors, with up to $1,500,000 convertible into warrants.

Stakeholder Impact

• Shareholders face significant risk of warrants expiring worthless if the business combination is not completed by December 15, 2025. Remaining shareholders face uncertainty due to the going concern doubt and delisting.
• The Sponsor has provided substantial financial support through loans and waived fees, bearing significant risk and potential benefit from a successful business combination.
• Underwriters are entitled to a deferred fee of $4,025,000 only upon the successful completion of the business combination, otherwise, the fee is forfeited.
• Btab Ecommerce Group, Inc.'s future is contingent on the successful completion of this business combination, which faces considerable hurdles.

Next Steps

• Complete the business combination with Btab Ecommerce Group, Inc. by the Termination Date of December 15, 2025.
• Pubco expects to be renamed Btab Ecommerce Holdings, Inc. upon consummation of the transactions.
• Management will continue to implement remediation plans for identified material weaknesses in internal controls.
• The company may need to raise additional capital to meet working capital needs and finance transaction costs for the business combination.

Key Dates

Recommendation

Integrated Wellness Acquisition Corp. presents a highly speculative and distressed investment profile. The company explicitly states 'substantial doubt about our ability to continue as a going concern,' driven by increasing net losses, zero cash outside the trust account, and a significant working capital deficit. The delisting from NYSE to OTC Markets severely impacts liquidity and investor visibility. Despite ongoing efforts for a business combination with Btab Ecommerce Group, Inc., the repeated extensions and high redemption rates indicate a lack of market confidence. Furthermore, identified material weaknesses in internal controls raise concerns about financial reporting reliability. The risk of warrants expiring worthless and the potential for liquidation by December 15, 2025, without a successful merger, makes this a high-risk proposition with significant downside potential for current shareholders.

Keywords

SPAC, Integrated Wellness Acquisition Corp, IWAC, Btab Ecommerce Group, Business Combination, Merger, SEC Filing, 10-Q, Financial Report, Going Concern, Delisting, OTC Markets, Trust Account, Warrants, Corporate Governance, Financial Performance