WEL.Integrated Wellness Acquisition CORP

DEFM14A: IWAC to Merge with Btab Ecommerce, Nasdaq Listing Planned

Sentiment:

Definitive Proxy Statement 12 November 2025 6:12 AM

📋All filings for Integrated Wellness Acquisition CORP

Integrated Wellness Acquisition Corp (IWAC) announces an amended business combination agreement to merge with Btab Ecommerce Group, Inc., valuing Btab at $250 million, with plans for a Nasdaq listing for the combined entity.

Delay expectedIWAC previously terminated a merger agreement with Refreshing USA, LLC on September 27, 2023, because certain closing conditions were not met by the outside date.IWAC has repeatedly extended its deadline to complete a business combination, most recently to December 15, 2025, after multiple prior extensions.

Capital raiseIWAC and/or Pubco may enter into financing agreements (Transaction Financing) for up to $20 million, which may include non-redemption agreements, backstop agreements, and private placement subscription agreements.The Current Sponsor has provided loans to IWAC, up to $4 million of which are convertible into ordinary shares at a conversion price of $1.00 per share. As of December 31, 2024, approximately $2.93 million was owed to the Current Sponsor.

Worse than expectedBtab's independent registered public accounting firm has expressed substantial doubt about Btab's ability to continue as a going concern.Btab reported a net loss of $806,161 for the six months ended June 30, 2025, and an accumulated deficit of $5,920,931, with negative working capital of $4,998,658.IWAC's net loss increased to $316,854 for the six months ended June 30, 2025, from $115,508 in the prior-year period.IWAC's securities were delisted from the NYSE on December 13, 2024, due to its failure to complete a business combination within the required timeframe.

Summary

Integrated Wellness Acquisition Corp (IWAC), a Cayman Islands SPAC, has entered into an Amended and Restated Business Combination Agreement with Btab Ecommerce Group, Inc. (Btab), a Georgia corporation.
The transaction will involve a two-step merger: Purchaser Merger Sub will merge into IWAC, making IWAC a wholly-owned subsidiary of Pubco, and Company Merger Sub will merge into Btab, making Btab a wholly-owned subsidiary of Pubco.
IWAC will first domesticate as a Delaware corporation (Pubco) at least one day prior to the closing date.
The aggregate equity value for Btab in the business combination is set at $250,000,000, to be paid solely by Pubco issuing 25,000,000 new shares of common stock (24,900,000 Pubco Class A Shares and 100,000 Pubco Class V Common Shares), each valued at $10.00 per share.
Binson Lau, CEO of Btab and Chairman of IWAC, will beneficially own up to approximately 36% of Pubco Class A Shares and 100% of Pubco Class V Shares, giving him more than 50% of the total voting power for director elections.
Pubco intends to qualify as a controlled company under Nasdaq rules and may rely on exemptions from certain corporate governance requirements.
The IWAC Board unanimously recommends shareholders vote FOR all proposals related to the business combination, including the NTA Proposal, Domestication Proposal, Business Combination Proposal, Charter Proposal, Organizational Documents Proposals, Incentive Plan Proposal, Director Election Proposal, and Adjournment Proposal.
Btab's independent registered public accounting firm has expressed substantial doubt about Btab's ability to continue as a going concern, citing a net loss of $806,161 for the six months ended June 30, 2025, an accumulated deficit of $5,920,931, and negative working capital of $4,998,658.
IWAC's securities were delisted from the NYSE on December 13, 2024, due to failure to consummate a business combination within the required timeframe, and now trade on the OTC Markets.

Sentiment

Score: 3

Explanation: The filing presents a business combination for a SPAC (IWAC) that has faced significant challenges, including NYSE delisting and multiple extensions. The target company (Btab) has substantial going concern issues, historical losses, and negative working capital. While the combined entity has a growth strategy and a fairness opinion, the underlying financial health and governance concerns (dual-class structure, conflicts of interest) indicate a high-risk, speculative investment. The overall sentiment is cautious to negative due to the significant financial and operational hurdles.

Positives

The IWAC Board received a fairness opinion from the Mentor Group, dated May 29, 2024, stating that Btab's equity value of $250,000,000 was fair from a financial point of view to IWAC shareholders.
Btab operates a hybrid business model integrating product manufacturing, wholesale distribution, and retail with e-commerce platforms, supporting small businesses in online and offline operations.
Btab's growth strategy focuses on expanding its reseller and user base, developing interactive features, and monetizing its technology platforms, with planned upgrades in AI-powered analytics and automation.
The combined entity, Pubco, plans to list its Class A Shares and Public Warrants on Nasdaq under the symbols BTAB and BTABW, respectively, which could offer enhanced liquidity.
Btab has a diversified customer and supplier base, and its business model is designed for scalability and efficiency.
The management team of Btab brings extensive experience in industrial manufacturing, e-commerce, and supply chain management.
Certain Btab stakeholders (Binson Lau and Btab Group Pty Ltd, owning 41.3% of Btab equity) have agreed to a 180-day lock-up period post-closing, providing stability.

Negatives

Btab's independent registered public accounting firm has expressed substantial doubt about Btab's ability to continue as a going concern.
Btab reported a net loss of $806,161 for the six months ended June 30, 2025, and an accumulated deficit of $5,920,931, with negative working capital of $4,998,658.
IWAC's securities were delisted from the NYSE on December 13, 2024, and now trade on the OTC Markets, indicating past operational difficulties.
IWAC's public shareholders will experience immediate and substantial dilution upon closing, with their ownership potentially reduced to 0% in a maximum redemption scenario.
The dual-class structure of Pubco will concentrate voting power with Binson Lau, limiting other investors' influence over corporate matters.
Conflicts of interest exist as IWAC's Current Sponsor, directors, and officers have financial incentives to complete the business combination, even if less favorable to public shareholders, due to their founder shares and private warrants becoming worthless if no combination occurs.
A deferred underwriting fee of $4,025,000 is payable to BTIG upon completion of the business combination, creating an incentive for its completion regardless of other factors.
The financial projections for Btab are subjective and may not be realized, with significant projected growth that carries inherent risks.

Risks

Btab's ability to continue as a going concern is in substantial doubt, and the business combination may not eliminate this concern.
Btab's historical growth rates may not be indicative of future growth, and its ability to maintain and attract resellers is crucial.
Changes in consumer spending patterns, consolidation in the retail industry, and shipping interruptions could adversely affect Btab's operating results.
Risks associated with outsourcing fulfillment and technology functions could materially affect Btab's business.
Btab's operations are dependent on proprietary and external technology platforms, and system failures or cyberattacks could harm the business and brand.
Evolving government regulation of the Internet and e-commerce, including data privacy laws, could adversely affect Btab's business.
Material risks related to Btab's operations in the People's Republic of China, including regulatory changes and geopolitical instability, could have an adverse effect.
Pubco will be a controlled company under Nasdaq rules, relying on exemptions from certain corporate governance requirements, which may reduce protections for stockholders.
U.S. Holders may recognize taxable gain for U.S. federal income tax purposes as a result of the Domestication, especially under PFIC rules.
The combined company may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of liquidation or redemptions.
The market price of Pubco's ordinary shares is likely to be volatile, and future sales by Pubco or its shareholders could cause the price to decline.
Pubco may redeem unexpired Public Warrants prior to their exercise at a disadvantageous time for warrant holders, potentially making them worthless.
IWAC's delisting from NYSE could limit Pubco's ability to meet Nasdaq listing standards, resulting in continued limited liquidity.
Uncertainty during the pendency of the business combination may affect relationships with suppliers, users, and distributors.
The Business Combination Agreement contains provisions that may discourage other companies from attempting to acquire Btab for greater merger consideration.

Future Outlook

Btab's growth strategy focuses on expanding its reseller and user base globally, developing interactive and engaging platform features, and monetizing its technology platforms through subscriptions, transaction fees, and premium services starting in mid-2025. Key technology upgrades include AI-powered analytics, automated pricing, and blockchain-enabled supply chain tracking. The company also plans strategic acquisitions of underperforming businesses with high e-commerce potential to diversify revenue and expand geographically. The financial projections anticipate significant revenue and margin expansion through 2028, driven by increased sales volume, reseller adoption, and platform monetization.

Management Comments

IWAC's management team may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the Trust Account to the Public Shareholders, even if that business combination were with a less favorable target company or on terms less favorable to shareholders rather than liquidate.
Binson Lau, Pubco's chairman of the board, will beneficially own up to approximately 36% of the issued and outstanding Pubco Class A Shares and 100% of the issued and outstanding Pubco Class V Shares (on an as-converted basis), depending on the level of redemptions by IWAC's public shareholders.
Binson Lau will serve as CEO and director of Btab following the Closing, and will receive $250,000 for his service as CEO.

Industry Context

Btab operates in the rapidly evolving and intensely competitive e-commerce and technology services industry, integrating supply chain management, product distribution, and digital commerce solutions for small businesses. The company's hybrid model combines manufacturing, wholesale, and retail with e-commerce platforms, aligning with broader trends of increasing digital adoption and the need for online-first marketplaces. Btab aims to differentiate itself by providing an integrated ecosystem for SMBs, drawing inspiration from established players like Amazon, Shopify, Alibaba, Temple & Webster, Wayfair, and Global-e Online, though operating at an earlier stage and smaller scale. The industry is experiencing robust growth, particularly in homewares, furniture, food, consumer packaged goods, and beauty, where digital enablement for traditional resellers is still developing.

Comparison to Industry Standards

The Mentor Group's comparable company analysis included publicly traded companies such as MercadoLibre, Coupang, Jumia Technologies AG, Etsy, Inc., Revolve Group, Inc., Chewy, Inc., PDD Holdings Inc., Wayfair Inc., Global-E Online Ltd., and Beyond, Inc.
These comparable companies were selected based on similar lines of business, operating characteristics, and market participation in e-commerce, online retail platforms, or marketplace business models.
Btab is noted as a much earlier-stage company with significantly smaller scale, financial resources, and market penetration compared to the established industry players used for comparison.
Btab's differentiation is its integrated approach combining product supply, proprietary e-commerce infrastructure, and reseller enablement tools within a single ecosystem, tailored for small and mid-sized resellers in emerging Asia-Pacific markets.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer, President, Chairman of the Board, Director (Pubco)	N/A (for Pubco)	Binson Lau	Post-Closing	Appointment in connection with the Business Combination; Binson Lau is currently CEO of Btab and Chairman of IWAC.
Chief Financial Officer and Director (Pubco)	N/A (for Pubco)	Matthew Malriat	Post-Closing	Appointment in connection with the Business Combination; Matthew Malriat is currently CFO and director of IWAC.
Chief Product Officer, Director (Pubco)	N/A (for Pubco)	Qun Hua Wang	Post-Closing	Appointment in connection with the Business Combination; Qun Hua Wang is currently COO and CPO of Btab Group Inc.
Independent Director (Pubco)	N/A (for Pubco)	Douglas Benoit	Post-Closing	Appointment in connection with the Business Combination.
Independent Director (Pubco)	N/A (for Pubco)	Daniel Kelly Kennedy	Post-Closing	Appointment in connection with the Business Combination.
Independent Director (Pubco)	N/A (for Pubco)	Donald Fell	Post-Closing	Appointment in connection with the Business Combination; Donald Fell is currently a director of IWAC.
Chief Executive Officer (IWAC)	Suren Ajjarapu	Matthew Malriat	2024-12-16	Suren Ajjarapu resigned; Matthew Malriat, current CFO, was appointed CEO.
Directors and Management Team (IWAC)	Steven Schapera, Antonio Varano Della Vergiliana, James MacPherson, Robert Quandt, Gael Forterre, Scott Powell and Hadrien Forterre	Suren Ajjarapu, Binson Lau, Matthew Malriat, John Zhong Chen, Yueh Eric Seto, Donald Fell and Michael Peterson	2024-02-01	Resigned in connection with the Sponsor Handover.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Controlled Company Status	Pubco will qualify as a controlled company under Nasdaq rules due to Binson Lau's concentrated voting power (over 50%), and intends to rely on exemptions from certain corporate governance requirements.	Post-Closing	Stockholders will not have the same protections afforded to stockholders of companies subject to all Nasdaq corporate governance requirements, including a majority of independent directors and fully independent compensation and nominating committees.
Board Classification	The Pubco Board will be divided into three classes (Class I, II, III) with staggered three-year terms.	Post-Closing	This classified board structure can make it more difficult for stockholders to change a majority of the directors, potentially delaying or discouraging takeover attempts.
Director Removal	Directors may be removed with or without cause by the affirmative vote of holders of a majority of the voting power of the outstanding stock entitled to vote generally in the election of directors.	Post-Closing	This provision allows for director removal by a simple majority, which is less restrictive than some other corporate structures but still subject to the concentrated voting power of Class V shares.
Special Meetings of Stockholders	Special meetings of stockholders may only be called by the Pubco Board or holders of Class V Shares pursuant to a resolution adopted by a majority of the Pubco Board.	Post-Closing	This limits the ability of minority stockholders to call special meetings, concentrating power with the board and Class V shareholders.
Stockholder Action by Written Consent	Stockholders may only act at annual or special meetings and not by written consent.	Post-Closing	This restricts stockholders' ability to take action without a formal meeting, potentially slowing down corporate decision-making and reducing flexibility for shareholder initiatives.
Charter and Bylaws Amendments	Amendments to the Proposed Charter and Proposed Bylaws require either a resolution adopted by a majority of the Pubco Board or the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote on such amendment.	Post-Closing	This provides a mechanism for amendments but, combined with the dual-class structure, ensures significant control remains with the controlling shareholder.
Corporate Name Change	The corporate name of Pubco will change to BTAB Ecommerce Holdings, Inc.	Post-Closing	Reflects the new identity of the combined operating company.
Authorized Share Capital	Increase in total authorized shares to 300,000,000 (250,000,000 Pubco Class A Shares and 50,000,000 Pubco Class V Shares).	Post-Closing	Provides flexibility for future equity issuances for acquisitions, capital market transactions, and employee incentive plans, but also enables potential future dilution.

Legal Proceedings

No material Proceedings are pending or threatened against any Group Company that would be material to any Group Company.
No material Proceedings by a Group Company are pending against any other Person.
No Transaction Litigation (shareholder demands or other shareholder Proceedings relating to the Business Combination) has been initiated as of the date of the filing.

Related Party Transactions

Prior Sponsor received 2,875,000 founder shares for $25,000 in July 2021.
Prior Sponsor purchased 6,850,000 private placement warrants for $1.00 per warrant in July 2021.
Prior Sponsor provided non-interest bearing extension notes to IWAC: $1,150,000 (March 2023) and $640,000 (June 2023).
Sriram Associates, LLC (Current Sponsor's affiliate) assumed monthly extension deposits and paid $320,000 to the Trust Account in late 2023.
Current Sponsor's promissory note (January 2025) for up to $4,000,000, convertible into ordinary shares at $1.00 per share, with approximately $3,407,063 borrowed as of June 30, 2025.
Current Sponsor waived $10,000 monthly administrative fees for office space and support.
Current Sponsor and officers are reimbursed for out-of-pocket expenses (due diligence, travel), reviewed and reimbursed quarterly.
Btab had related party loan receivables of $1,815,938 and related party payables of $2,761,606 as of June 30, 2025.
Binson Lau, Chairman of IWAC and CEO of Btab, holds approximately 41.3% of Btab's outstanding equity and will receive 10,334,350 Pubco Class A Shares and 100,000 Pubco Class V Shares.
John Chen, IWAC director, indirectly holds 0.91% of Btab equity and will receive 20,000 Pubco Class A Shares.
Matthew Malriat, IWAC CFO and director, will receive 100,000 Pubco Class A Shares.
Yueh Eric Seto, IWAC director, holds 0.42% of Btab equity and will receive 20,000 Pubco Class A Shares.
Donald Fell, IWAC director, will serve as a director of Pubco and may receive cash fees or equity awards.
Btab Group Inc. and Btab Ecommerce Group, Inc. entered into an Employee Services Sharing Agreement where Btab Group Inc. assumes all costs for shared employees' salaries and benefits.

Stakeholder Impact

**Shareholders (IWAC Public)**: Will experience significant dilution (up to 100% in maximum redemption scenario) and reduced influence over management due to the dual-class structure and concentrated voting power of Binson Lau. They have redemption rights but may lose potential upside if they redeem.
**Shareholders (Btab)**: Will receive Pubco shares in exchange for their Btab shares, with Binson Lau retaining significant control through Class V shares. Certain significant Btab shareholders will be subject to a 180-day lock-up.
**Employees**: Pubco will adopt an equity incentive plan to attract and retain talented personnel, aligning their interests with long-term stockholder value. Management changes are planned for Pubco's executive team.
**Creditors**: The Trust Account funds are protected for public shareholders, but if IWAC liquidates, creditors' claims could reduce the per-share redemption amount. Btab's going concern risk could impact its ability to meet obligations.
**Customers/Suppliers**: The business combination aims to enhance Btab's e-commerce solutions and supply chain, potentially benefiting customers and suppliers through improved efficiency and broader product offerings. However, operational disruptions during the merger or failure to achieve anticipated benefits could negatively impact these relationships.

Next Steps

IWAC shareholders will vote on the business combination and related proposals at an Extraordinary General Meeting on December 8, 2025.
IWAC will undergo domestication as a Delaware corporation (Pubco) at least one day prior to the closing date.
The two-step merger will be effected on the closing date, making IWAC and Btab wholly-owned subsidiaries of Pubco.
Pubco will apply for listing of its Class A Shares and Public Warrants on Nasdaq under the symbols BTAB and BTABW.
Btab plans to implement technology upgrades, including AI-powered analytics and automation, and pursue strategic acquisitions to expand its business.

Key Dates

Date	Description
2021-07-07	IWAC incorporated as a Cayman Islands exempted company.
2021-12-08	IWAC's IPO registration statement declared effective.
2021-12-13	IWAC consummated its initial public offering and private sale of warrants.
2022-02-03	IWAC executed a non-disclosure agreement with an advisor for Company F.
2022-08-19	Representatives of AGP contacted IWAC regarding a potential business combination with Refreshing USA, LLC.
2022-09-21	IWAC and Refreshing entered into a non-binding term sheet.
2023-03-03	Btab Group acquired American Seniors Association Holding Group, Inc. (ASA) in a reverse recapitalization.
2023-03-14	Prior Sponsor deposited $1,150,000 into the Trust Account to extend IWAC's business combination deadline to June 13, 2023.
2023-06-02	IWAC shareholders approved an extension of the business combination deadline to December 13, 2023.
2023-06-05	Btab Ecommerce Group, Inc. (formerly ASA) began trading under the BBTT ticker symbol.
2023-09-27	The Refreshing Merger Agreement was terminated by IWAC.
2023-11-08	IWAC entered into a purchase agreement with the Prior Sponsor and Sriram Associates, LLC for the Sponsor Handover.
2023-12-11	IWAC shareholders approved an extension of the business combination deadline to December 13, 2024.
2024-01-05	IWAC instructed its trustee to liquidate money market funds and hold funds in a demand deposit account to mitigate Investment Company Act risk.
2024-02-01	The Sponsor Handover was consummated, with Suntone Investment Pty Ltd becoming the new sponsor of IWAC.
2024-02-08	IWAC and Btab entered into a non-binding Letter of Intent (LOI).
2024-04-11	IWAC Board meeting to discuss conflicts of interest and establish a special committee.
2024-04-30	IWAC Board established a special committee of disinterested directors.
2024-05-29	IWAC Special Committee and full Board approved the proposed business combination with Btab, subject to a satisfactory fairness opinion.
2024-05-30	Original Business Combination Agreement signed; Mentor Group delivered written fairness opinion.
2024-07-16	Btab and IWAC agreed to change the structure of the Business Combination to a double dummy structure.
2024-08-26	Amended and Restated Business Combination Agreement executed.
2024-12-11	IWAC shareholders approved an extension of the business combination deadline to December 15, 2025.
2024-12-13	IWAC received written notice from NYSE regarding delisting of its securities.
2025-01-16	NYSE filed Form 25, formally removing IWAC's securities from the NYSE.
2025-11-03	Record Date for determining IWAC shareholders entitled to vote at the Extraordinary General Meeting.
2025-12-04	Deadline for Public Shareholders to submit a written request for redemption of shares.
2025-12-08	Extraordinary General Meeting of IWAC shareholders to be held.
2025-12-15	IWAC's extended deadline to consummate an initial business combination.

Recommendation

hold

The proposed business combination presents a highly speculative investment opportunity. While the merger offers a path for Btab to become a public entity with a growth strategy in e-commerce, the significant financial challenges of Btab (going concern doubt, historical losses, negative working capital) and IWAC's past issues (NYSE delisting, multiple extensions) introduce substantial risk. The dual-class share structure and conflicts of interest further complicate the governance landscape. A 'hold' recommendation is appropriate for existing shareholders to await further clarity on the combined entity's operational execution and financial performance post-merger, especially given the potential for dilution and market volatility. New investors should approach with extreme caution due to the inherent risks and uncertainties.

Keywords

SPAC, Business Combination, E-commerce, Btab Ecommerce Group, Integrated Wellness Acquisition Corp, Nasdaq Listing, Domestication, Merger, Corporate Governance, Risk Factors, Financial Projections, Controlled Company, Dilution, Related Party Transactions, SEC Filing, Proxy Statement

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