Company Overview: Integrated Wellness Acquisition Corp

• Type of Company: Blank check company (special purpose acquisition company – SPAC) incorporated as a Cayman Islands exempted company.
• Purpose: To effectuate an initial business combination with one or more businesses or entities.

Business Operations and Activities

• Initial Public Offering:

  • Date: December 13, 2021
  • Units Sold: 11,500,000 units at $10.00 each
  • Gross Proceeds: $115 million
  • Components of Units:
    • 1 Class A ordinary share
    • ½ redeemable warrant (each exercisable for 1 share at $11.50)
  • Private Warrants: 6,850,000 warrants issued to prior sponsor for $1.00 each, raising an additional $6.85 million
  • Trust Account: $117.3 million (from proceeds and private warrants) held by Continental Stock Transfer & Trust

• Target Acquisition:

  • Currently in the process of consummating a business combination with Btab Ecommerce Group, Inc.
  • Btab Details:
    • A Georgia corporation specializing in e-commerce, manufacturing, and wholesale.
    • The proposed business combination involves a two-step merger process:
      • Merge Purchaser Merger Sub with the company (Company becomes wholly owned subsidiary of Pubco)
      • Merge Btab into Company Merger Sub (Btab becomes wholly owned subsidiary of Pubco)
    • Transaction Consideration: $250 million aggregate valuation
    • Securities Issued: 25 million new Pubco shares to Btab shareholders (worth $10 per share), including 24.9 million Class A Shares and 100,000 Class V Shares
    • Post-Merger Name: Expected to be renamed “Btab Ecommerce Holdings, Inc.”
    • Business Merger Structure:
      • Purchaser Merger: Surviving as the Company, which becomes a wholly owned subsidiary of Pubco
      • Company Merger: Btab will also be a wholly owned subsidiary of Pubco

• Financial Position:

  • Funds Available for Business Combination: Approximately $14.2 million as of December 31, 2024
  • Assets:
    • Trust Account: $14.2 million (declined from $47.5 million in 2023 due to redemptions)
    • Cash outside Trust: $5,141 (down from $7,567 in 2023)

• Income and Losses:

  • 2024:
    • Net loss of $100,031
    • Expenses related to operating costs, legal, accounting, and insurance expenses
    • Non-operating income mainly from interest earned on trust account ($1.97 million)
  • 2023:
    • Net income of $1,491,456
    • Includes earnings from marketable securities (~$3.88 million) and interest, offset by legal, accounting, and other operational expenses

• Employees:

  • Currently has one executive officer (not obligated to devote specific hours)
  • No full-time employees prior to initial business combination

• Business Model and Strategy:

  • Focuses on identifying, evaluating, and consummating an initial business combination with a private or public company.
  • Conducts thorough due diligence involving management, employees, legal, financial, and industry review.
  • Has a flexible approach to financing the initial deal, utilizing equity, debt, or combinations.
  • Plans to offer an alternative to traditional IPOs for target businesses, providing quicker and potentially less costly routes to becoming public companies.

• Market and Trading:

  • Securities traded OTC under symbols:
    • Units: WELUF
    • Class A Shares: WELNF
    • Warrants: WELWF
  • As of April 15, 2025:
    • Outstanding Shares:
      • Class A ordinary shares: 1,185,481
      • Class B ordinary shares: 2,875,000

Summary

• No current revenue or active operations; activities are limited to formation, fundraising, and identifying a target for acquisition.
• No employees (aside from one officer).
• Financial results:
  • 2024: Net loss of $100,031
  • 2023: Net income of $1,491,456
• Assets mainly in trust account ($14.2 million as of 2024, down from about $47.5 million in 2023 due to redemptions).
• Business focus: To create a platform for merging or acquiring a private or public company, especially within the e-commerce or wellness sectors, under the new name expected to be "Btab Ecommerce Holdings, Inc." post-completion.