8-K: IWAC Announces Board Nominee Change for Pubco Merger

Integrated Wellness Acquisition Corp. announced a change in the nominated director for the board of IWAC Holding Company Inc. (Pubco) following its business combination with Btab Ecommerce Group, Inc.

Summary

• Integrated Wellness Acquisition Corp. (IWAC) previously entered into an Amended and Restated Business Combination Agreement on August 26, 2024, with IWAC Holding Company Inc. (Pubco) and Btab Ecommerce Group, Inc. (Btab).
• This agreement outlines a business combination where IWAC and Btab will merge into Pubco, making them wholly-owned subsidiaries.
• On December 12, 2025, IWAC shareholders approved Daniel Kennedy as a director of Pubco, effective upon the closing of the Business Combination.
• On January 22, 2026, Mr. Kennedy withdrew his nomination to serve on Pubco's board of directors.
• Isaac Freites has been nominated as a director to replace Mr. Kennedy.
• The anticipated board of directors for Pubco will now include Douglas Benoit, Isaac Freites, and Donald Fell as Class I directors; Matthew Malriat and Qun Hua Wang as Class II directors; and Binson Lau as a Class III director.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development. While a director withdrawal is a minor hiccup, the swift nomination of a replacement maintains stability in the planned corporate governance for the upcoming business combination.

Positives

• Progress continues towards the consummation of the Business Combination, indicating the merger is still on track.
• A replacement director, Isaac Freites, has been promptly nominated following the withdrawal of the previous nominee, ensuring continuity in board planning.

Negatives

• The withdrawal of a previously approved director nominee, Daniel Kennedy, introduces a minor disruption to the planned corporate governance structure.

Risks

• Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause actual results to differ materially from the plans, objectives, expectations, estimates, and intentions expressed or implied by such forward-looking statements.

Future Outlook

The company's forward-looking statements indicate ongoing expectations regarding the consummation of the business combination and the future performance of the combined entity, though these are subject to inherent risks and uncertainties.

Management Comments

• Mr. Kennedy informed Pubco that he is no longer able to accept the nomination to serve as a member of Pubco’s board of directors.
• In place of Mr. Kennedy, Isaac Freites has been nominated as a director.

Industry Context

StockSavvy.ai notes that changes in board nominations are not uncommon during the SPAC de-SPAC process, especially as closing dates approach and individual circumstances evolve. The prompt nomination of a replacement suggests the company is actively managing its corporate governance structure to ensure a smooth transition post-merger, which is crucial for investor confidence in complex business combinations.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clarity on the future board composition of Pubco, which is important for corporate governance and oversight post-merger.
• Management: Requires an adjustment in board planning and integration efforts for the new nominee.

Next Steps

• Consummation of the Business Combination (the Closing).
• Isaac Freites to become a director of Pubco upon the Closing.

Key Dates

Recommendation

The filing primarily concerns a routine corporate governance adjustment related to a director nomination for the post-merger entity. It does not present new financial data or strategic shifts that would warrant a change in investment thesis. The business combination itself remains the primary driver, and this update is a minor procedural detail.

Keywords

Integrated Wellness Acquisition Corp, IWAC, Btab Ecommerce Group, Btab, Pubco, Business Combination Agreement, Merger, SPAC, Director Nomination, Corporate Governance, Board of Directors, SEC Filing, 8-K