8-K: IWAC Shareholders Approve Btab Ecommerce Merger

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

Summary

• Integrated Wellness Acquisition Corp. (IWAC) shareholders approved the proposed business combination with Btab Ecommerce Group, Inc. (Btab) at an Extraordinary General Meeting held on December 8, 2025.
• The approval included the business combination agreement, new charter and bylaws, election of directors for the combined entity, and adoption of the 2025 Omnibus Incentive Plan.
• The combined company is expected to operate under the name Btab Ecommerce Holdings, Inc. and has applied to trade its common stock and warrants under the ticker symbols BTAB and BTABW, respectively.
• Closing of the business combination is subject to customary conditions, including obtaining applicable exchange listing approvals and requisite financing to fulfill listing requirements.
• Btab anticipates accelerating growth initiatives post-closing, focusing on retail technology expansion, partner integrations, and global online merchant onboarding.
• The merger is expected to enhance the combined company's operational scale, facilitate strategic acquisitions, and strengthen its market position across the United States, Australia, and Asia.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the successful shareholder approval of a significant business combination, which is a critical step towards closing. However, the numerous closing conditions and explicit risks outlined temper the overall sentiment, indicating potential hurdles remain.

Positives

• Shareholder approval of the business combination is a significant milestone towards completing the merger.
• The combined entity, Btab Ecommerce Holdings, Inc., aims to expand technology platforms, merchant marketplace ecosystem, and cross-border e-commerce infrastructure.
• Anticipated acceleration of growth initiatives, including retail technology expansion and global online merchant onboarding, suggests future business development.
• The merger is expected to enhance operational scale, facilitate strategic acquisitions, and strengthen market position across key regions (US, Australia, Asia).

Negatives

• The closing of the business combination remains subject to several conditions, including exchange listing approvals and requisite financing, which could delay or prevent completion.
• The filing highlights numerous risks associated with forward-looking statements, indicating potential challenges in achieving anticipated benefits and performance.

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 proposed Business Combination may not be completed by IWAC's business combination deadline.
• Failure to satisfy the conditions to the consummation of the Business Combination.
• The occurrence of any event, change, or other circumstance that could give rise 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 effect of the announcement or pendency of the Business Combination on Btab's business relationships, operating results, and business generally.
• Risks that the proposed Business Combination disrupts current plans and operations of Btab.
• 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 realize estimated pro forma results and underlying assumptions.
• Btab's limited operating history, 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

The combined company, Btab Ecommerce Holdings, Inc., anticipates accelerating its growth initiatives, including retail technology expansion, partner integrations, and global online merchant onboarding. It 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 is expected following the satisfaction of customary conditions.

Management Comments

• Matthew Malriat, CEO of IWAC, stated: "This shareholder approval marks an important step toward bringing Btab to a larger capital market. 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."

Industry Context

This business combination reflects a broader trend of e-commerce and technology companies seeking public market access through SPAC mergers to fuel growth and expand market reach. Btab's focus on empowering small businesses and scaling digital commerce solutions aligns with the increasing demand for robust online platforms and cross-border capabilities in the global digital economy.

Comparison to Industry Standards

• NA

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,' but does not detail any current or specific proceedings.

Stakeholder Impact

• **Shareholders (IWAC)**: Approved the merger, will become shareholders of the combined entity, Btab Ecommerce Holdings, Inc., subject to closing conditions. Their investment is subject to the risks outlined, including potential impacts on share price and redemptions.
• **Shareholders (Btab)**: Will become part of a larger, publicly traded entity, potentially gaining access to larger capital markets and enhanced liquidity.
• **Employees (Btab)**: The adoption of the 2025 Omnibus Incentive Plan suggests potential benefits and alignment with company performance.
• **Customers/Merchants (Btab)**: The combined company aims to accelerate growth initiatives, including retail technology expansion and global online merchant onboarding, which could lead to enhanced services and opportunities.
• **Management**: The current management of IWAC and Btab will transition into roles within the combined entity, with new directors elected and an incentive plan in place.

Next Steps

• Satisfy or waive remaining customary closing conditions for the business combination.
• Obtain applicable exchange listing approvals for the combined company.
• Secure requisite financing to fulfill applicable listing requirements.
• Upon closing, the combined company will operate under the name Btab Ecommerce Holdings, Inc.
• The combined company's common stock and warrants 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.

Key Dates

Recommendation

The shareholder approval is a positive and expected step, reducing one layer of uncertainty for the business combination. However, the transaction is not yet closed and remains subject to significant conditions, including exchange listing approvals and requisite financing. The extensive list of forward-looking risks, particularly regarding the completion of the merger, potential redemptions, and meeting listing standards, suggests that material uncertainties persist. While the long-term outlook for the combined e-commerce entity appears promising, a 'hold' recommendation is appropriate until these remaining closing conditions are satisfied and more concrete financial details or operational updates for the combined entity become available. Investors should monitor the progress towards closing and the fulfillment of financing and listing requirements.

Keywords

Business Combination, Merger, SPAC, E-commerce, Technology, Btab Ecommerce Group, Integrated Wellness Acquisition Corp, Shareholder Approval, BTAB, Cross-border E-commerce