Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp operates as a blank check company incorporated as a Cayman Islands exempted company, formed for the purpose of effecting an initial business combination with one or more businesses or entities. The company has not engaged in any operations and has not generated any revenues to date, with its only activities since inception related to its formation, its initial public offering, and identifying a target for a business combination. The company is currently in the process of consummating the Btab Business Combination, a transaction with Btab Ecommerce Group, Inc., a Georgia corporation, which will be effected in two steps involving a merger of Purchaser Merger Sub with and into the Company, and a merger of Company Merger Sub with and into Btab, with the combined entity expected to be renamed "Btab Ecommerce Holdings, Inc."

The company faces intense and increasing competition from other entities having a business objective similar to its own, including other blank check companies, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many of these competitors are well established and possess greater financial, technical, human, and other resources than the company, and the company's ability to acquire larger target businesses is limited by its available financial resources. The company's obligation to pay cash in connection with public shareholders who exercise their redemption rights may reduce the resources available for its initial business combination, and its outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses, placing the company at a competitive disadvantage in successfully negotiating an initial business combination.

The company's business model is to identify, evaluate, and complete an initial business combination with one or more target businesses, using cash from the proceeds of its initial public offering and the private placement of private placement warrants, the proceeds of the sale of its shares in connection with the business combination, shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing or other sources. The company does not generate any operating revenues until after the completion of its initial business combination, and its only non-operating income is in the form of interest earned on cash held in the trust account. The company offers a target business an alternative to the traditional initial public offering through a merger or other business combination, allowing target owners to exchange their shares for the company's Class A ordinary shares or a combination of shares and cash.

The company's primary strategic initiative is the Btab Business Combination, pursuant to which the transaction consideration to be paid by Pubco to the shareholders of Btab will be an aggregate amount equal to $250,000,000 ¹, paid solely by Pubco issuing an aggregate of 25,000,000 ² new shares of common stock to the Btab Shareholders, consisting of 24,900,000 ³ Pubco Class A Common Shares and 100,000 ⁴ Pubco Class V Common Shares, with each share valued at $10.00 ⁵ per share. The company has also entered into a Business Combination Agreement with Btab, which includes customary representations, warranties, and covenants, and the company has agreed to pay its sponsor a total of $10,000 ⁶ per month for office space, secretarial and administrative support. The company's initial public offering, consummated on December 13, 2021, consisted of 11,500,000 ⁷ units sold at a price of $10.00 ⁸ per unit, generating gross proceeds of $115,000,000 ⁹, and simultaneously completed the private sale of 6,850,000 ¹⁰ private placement warrants to its prior sponsor at a purchase price of $1.00 ¹¹ per warrant, generating gross proceeds of $6,850,000 ¹².

The company has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of its initial business combination. The company has one executive officer who is not obligated to devote any specific number of hours to its matters, and it does not intend to have any full-time employees prior to the completion of its initial business combination. The company's executive offices are located at 48 Wall Street, Level 11, New York, NY 10005, and the cost for the use of this space is included in the $10,000 ¹³ per month fee paid to its sponsor for office space, administrative and support services.

For the year ended December 31, 2025, the company had a net loss of $1,004,004 ¹⁴, comprised primarily of interest earned on cash held in the trust account of $452,940 ¹⁵, offset by insurance expense amortization of $106,957 ¹⁶, legal and accounting expenses of $632,406 ¹⁷, formation and operating costs of $597,581 ¹⁸, and administrative expenses of $120,000 ¹⁹. For the year ended December 31, 2024, the company had a net loss of $100,031 ²⁰, comprised primarily of interest earned on cash held in the trust account of $1,969,968 ²¹, offset by insurance expense amortization of $118,850 ²², legal and accounting expenses of $1,346,772 ²³, listing fees of $85,000 ²⁴, formation and operating costs of $140,852 ²⁵, advertising and marketing expenses of $18,369 ²⁶, administrative expenses-related party of $360,000 ²⁷, and administrative expenses of $156 ²⁸. As of December 31, 2025, the company had cash held in the trust account of $15,310,131 ²⁹ and cash of $0 ³⁰ held outside the trust account, compared to $14,215,318 ³¹ and $5,141 ³², respectively, as of December 31, 2024.

The company's primary growth vector is the consummation of the Btab Business Combination, which is expected to result in Pubco being renamed "Btab Ecommerce Holdings, Inc." and becoming the parent of both the Company and Btab. The transaction consideration is an aggregate amount equal to $250,000,000 ³³, paid solely by Pubco issuing 25,000,000 ³⁴ new shares of common stock to the Btab Shareholders, consisting of 24,900,000 ³⁵ Pubco Class A Common Shares and 100,000 ³⁶ Pubco Class V Common Shares, with each share valued at $10.00 ³⁷ per share. The company has agreed to certain exclusivity restrictions with Btab, preventing each party from soliciting or negotiating other acquisition proposals, and the closing of the transaction is subject to various conditions, including the approval of IWAC's shareholders, the effectiveness of the Registration Statement/Proxy Statement, and IWAC having at least $5,000,001 ³⁸ of net tangible assets as of immediately after the Effective Time.

The company's growth strategy also involves leveraging its status as a public company to be an attractive business combination partner to target businesses, offering an alternative to the traditional initial public offering. The company believes that target businesses will find this method a more expeditious and cost-effective method to becoming a public company, and that once public, the target business would have greater access to capital, an additional means of providing management incentives, and the ability to use its shares as currency for acquisitions and other strategic transactions. The company has also entered into a January 2025 Note with its sponsor, which allows the sponsor to convert up to a maximum amount of $1.5 million ³⁹ of the unpaid principal balance relating to working capital expenses into ordinary shares at a conversion price of $1.00 ⁴⁰ per share, issuable upon the consummation of the company's initial business combination.

The company's margin and cost outlook is characterized by its expectation to incur significant costs in the pursuit of the Btab Business Combination, including legal, financial reporting, accounting, and auditing compliance costs, as well as due diligence expenses. The company's expenses have increased substantially after the closing of its initial public offering as a result of being a public company. The company has an agreement to pay its sponsor a monthly fee of $10,000 ⁴¹ for office space, utilities, and administrative support until the earlier of the completion of an initial business combination and its liquidation, although the sponsor has waived any payments under this agreement for the years ended December 31, 2025 and 2024. The underwriters of the initial public offering are entitled to a deferred fee of $4,025,000 ⁴², which will become payable from the amounts held in the trust account solely in the event that the company completes its initial business combination.

The company's operational outlook is focused on completing its initial business combination, and it does not intend to have any full-time employees prior to the completion of this transaction. The company's management team, including its one executive officer, is not obligated to devote any specific number of hours to the company's matters, and the amount of time devoted varies based on the stage of the business combination process. The company has identified material weaknesses in its internal control over financial reporting, including a lack of effective controls relating to the financial statement close process and the accounting for complex transactions, and is developing a remediation plan that includes its Chief Financial Officer consulting with legal and accounting experts to review complex transactions and performing additional post-closing review procedures.

The company's capital allocation strategy is centered on using the funds held in the trust account to complete its initial business combination, with funds available for a business combination in the amount of approximately $15,310,131 ⁴³ as of December 31, 2025, after payment of $4,025,000 ⁴⁴ of deferred underwriting fees but including the $0 ⁴⁵ of offering proceeds held outside the trust account. The company may need to raise additional funds to meet the expenditures required for operating its business prior to its initial business combination, and its sponsor or an affiliate of its sponsor or certain of its officers and directors may, but are not obligated to, loan the company funds as may be required. Up to $1,500,000 ⁴⁶ of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 ⁴⁷ per warrant at the option of the lender, with the warrants being identical to the private placement warrants.

The company faces significant headwinds and constraints, including the fact that it does not have sufficient cash to sustain its operations and has a net working capital deficit that raise substantial doubt about its ability to continue as a going concern. The company expects to incur significant costs in the pursuit of the Btab Business Combination and cannot assure that its plans to raise capital or to complete its initial business combination will be successful. The company's results of operations and its ability to complete an initial business combination may be adversely affected by various factors, including downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical instability, such as the military conflict in Ukraine and in the Middle East.

The company's ability to complete its initial business combination is subject to the condition that it has at least $5,000,001 ⁴⁸ of net tangible assets as of immediately after the Effective Time, and the company may need to obtain additional financing to complete its initial business combination, either because the transaction requires more cash than is available from the proceeds held in its trust account, or because it becomes obligated to redeem a significant number of its public shares upon completion of the business combination. The company is not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt, or otherwise, and there can be no assurance that third-party financing will be available to the company.

The company faces significant risks related to its ability to continue as a going concern, as it does not have sufficient cash to sustain its operations and has a net working capital deficit that raise substantial doubt about its ability to continue as a going concern for a period of time within one year from the date that the financial statements are issued. The company's ability to complete its initial business combination is subject to various conditions, including the approval of its shareholders and the effectiveness of the Registration Statement/Proxy Statement, and the company may need to obtain additional financing to complete the transaction, for which there can be no assurance of availability. The company's trust account funds, which amounted to $15,310,131 ⁴⁹ as of December 31, 2025, could become subject to the claims of creditors, which would have higher priority than the claims of public shareholders, and the company cannot assure that the actual per-share redemption amount received by shareholders will not be less than $12.92 ⁵⁰. The company has identified material weaknesses in its internal control over financial reporting, including a lack of effective controls relating to the financial statement close process and the accounting for complex transactions, which could result in errors in its financial statements. The company's business is subject to intense competition from other blank check companies and private equity groups, many of which possess greater financial, technical, human, and other resources, and the company's obligation to pay cash in connection with public shareholders who exercise their redemption rights may reduce the resources available for its initial business combination.

Management's message to shareholders emphasizes the company's status as a blank check company formed for the purpose of effecting an initial business combination, and its current focus on consummating the Btab Business Combination. The company's management highlights the potential benefits of the transaction, including the issuance of 25,000,000 ⁵¹ new shares of common stock to Btab shareholders, with each share valued at $10.00 ⁵² per share, and the expectation that Pubco will be renamed "Btab Ecommerce Holdings, Inc." Management also emphasizes the company's ability to offer target businesses an alternative to the traditional initial public offering, and its intention to use the proceeds from its initial public offering and private placement to complete the business combination. The company's strategic priorities for the period ahead include completing the Btab Business Combination, maintaining its status as a public company, and managing its liquidity and capital resources to fund its operations until the completion of the transaction.