425: Integrated Wellness Shareholders Approve Btab Merger

Integrated Wellness Acquisition Corp. shareholders have approved the proposed business combination with Btab Ecommerce Group, Inc., moving the merger closer to completion.

Summary

• Integrated Wellness Acquisition Corp (IWAC) shareholders approved the business combination with Btab Ecommerce Group, Inc. (Btab) on December 8, 2025.
• The approval occurred at IWAC's Extraordinary General Meeting of Shareholders, where all proposals required to consummate the merger were passed.
• Approved proposals included the business combination agreement, new charter and bylaws, election of directors for the combined entity, and the 2025 Omnibus Incentive Plan.
• The closing of the business combination is contingent upon the satisfaction or waiver of customary conditions, notably obtaining applicable exchange listing approvals and requisite financing.
• Upon closing, the combined company is expected to operate under the name Btab Ecommerce Holdings, Inc., with common stock and warrants anticipated to trade under new ticker symbols BTAB and BTABW, respectively.

Sentiment

Score: 7

Explanation: The shareholder approval is a crucial positive milestone for the business combination. However, the transaction remains subject to significant closing conditions, particularly exchange listing approvals and requisite financing, which introduce uncertainty and risk.

Positives

• Shareholder approval represents a significant milestone for Btab, enabling the expansion of its technology platforms, merchant marketplace ecosystem, and cross-border e-commerce infrastructure.
• Btab anticipates accelerating its growth initiatives, including retail technology expansion, partner integrations, and global online merchant onboarding, following the transaction's closing.
• The merger is expected to facilitate Btab's access to a larger capital market.
• The combined company aims to enhance operational scale, pursue strategic acquisitions, and strengthen its market position across the United States, Australia, and Asia.

Negatives

• The closing of the business combination is subject to several critical conditions, including obtaining applicable exchange listing approvals and requisite financing, which may not be satisfied.
• There is a risk that the proposed business combination may not be completed in a timely manner or at all, which could adversely affect the price of IWAC's securities.
• Concerns exist regarding the potential failure to achieve the minimum amount of cash available following shareholder redemptions or to meet Nasdaq's initial listing standards.

Risks

• The proposed Business Combination may not be completed in a timely manner or at all, which could adversely affect the price of IWAC's securities.
• The Business Combination may not be completed by IWAC's business combination deadline, and an extension of this deadline might not be obtained if sought.
• Failure to satisfy the conditions required for the consummation of the Business Combination.
• The occurrence of any event, change, or other circumstance that could lead to the termination of the Business Combination Agreement.
• Failure to achieve the minimum amount of cash available following any redemptions by IWAC's shareholders.
• Redemptions exceeding a maximum threshold or the failure to meet Nasdaq's initial listing standards in connection with the consummation of the contemplated Business Combination.
• The announcement or pendency of the Business Combination could negatively affect Btab's business relationships, operating results, and overall business.
• The proposed Business Combination might disrupt Btab's current plans and operations.
• The outcome of any legal proceedings that may be instituted against Btab or IWAC related to the Business Combination Agreement or the proposed Business Combination.
• Changes in the markets in which Btab competes, including with respect to its competitive landscape, technology evolution, or regulatory changes.
• Changes in domestic and global general economic conditions.
• Risk that Btab may not be able to execute its growth strategies.
• Risk that Btab may not be able to develop and maintain effective internal controls.
• Costs related to the Business Combination and the failure to realize anticipated benefits or to achieve estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions.
• The ability to recognize the anticipated benefits of the proposed Business Combination and to achieve its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of Btab to grow and manage growth economically, and the ability to hire and retain key employees.
• Btab's limited operating history, its limited financial resources, domestic or global economic conditions, activities of competitors, and the presence of new or additional competition, and conditions of equity markets.

Future Outlook

Btab anticipates accelerating its growth initiatives, including retail technology expansion, partner integrations, and global online merchant onboarding. The combined company expects to enhance operational scale, pursue strategic acquisitions, and strengthen its market position across the United States, Australia, and Asia. The closing of the business combination remains subject to obtaining applicable exchange listing approvals for the combined company and requisite financing to fulfill applicable listing requirements.

Management Comments

• "This shareholder approval marks an important step toward bringing Btab to a larger capital market." Matthew Malriat, Chief Executive Officer of Integrated Wellness Acquisition Corp.
• "We look forward to completing the transaction and supporting Btab as it advances its mission of empowering small businesses and scaling digital commerce solutions globally." Matthew Malriat, Chief Executive Officer of Integrated Wellness Acquisition Corp.

Industry Context

The merger aims to expand Btab's e-commerce and technology platforms, merchant marketplace, and cross-border e-commerce infrastructure, aligning with the broader industry trends of increasing digital commerce adoption and global market expansion for online businesses. This transaction also reflects the continued use of Special Purpose Acquisition Companies (SPACs) as a vehicle for private companies to access public capital markets.

Management Changes

Corporate Governance

Legal Proceedings

• The filing mentions a risk of "the outcome of any legal proceedings that may be instituted against Btab or against the Company related to the Business Combination Agreement or the proposed Business Combination." This is a potential future challenge rather than an active proceeding.

Stakeholder Impact

• **Shareholders (Integrated Wellness Acquisition Corp)**: Voted to approve the merger, will become shareholders of the combined entity (Btab Ecommerce Holdings, Inc.), subject to closing conditions. There is a potential for adverse impact on securities price if the merger fails.
• **Shareholders (Btab Ecommerce Group, Inc.)**: Will become shareholders of a publicly traded company, gaining access to larger capital markets.
• **Employees, Officers, and Directors (Combined Company)**: Will be subject to the newly approved 2025 Omnibus Incentive Plan, providing incentives for performance.
• **Small Businesses/Entrepreneurs**: Btab's mission is to empower them, and the merger aims to accelerate growth initiatives to support this objective.
• **Customers/Merchants**: Btab aims to expand its merchant marketplace ecosystem and global online merchant onboarding, potentially offering enhanced services and reach.

Next Steps

• Satisfaction or waiver of customary closing conditions, including obtaining applicable exchange listing approvals and requisite financing.
• Completion of the Business Combination.
• The combined company will operate under the name Btab Ecommerce Holdings, Inc.
• Common stock and warrants of the combined company are expected to trade under new ticker symbols BTAB and BTABW, respectively.
• Btab anticipates accelerating growth initiatives, including retail technology expansion, partner integrations, and global online merchant onboarding.
• The combined company expects to enhance operational scale, pursue strategic acquisitions, and strengthen its market position across the United States, Australia, and Asia.

Key Dates

Recommendation

While shareholder approval is a positive and necessary step towards completing the business combination, the transaction remains subject to significant closing conditions, including exchange listing approvals and requisite financing. The forward-looking statements highlight numerous risks that could prevent completion or impact the combined entity's future performance. Investors should hold their positions and closely monitor the progress towards satisfying these remaining conditions and the ultimate closing of the business combination before making further investment decisions.

Keywords

Integrated Wellness Acquisition Corp, Btab Ecommerce Group, Business Combination, Merger, SPAC, E-commerce, Technology, Shareholder Approval, SEC Filing, Form 8-K, WELNF, BBTT, BTAB, BTABW, Nasdaq Listing