Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp

Overview

Integrated Wellness Acquisition Corp (IWAC) is a Cayman Islands exempted blank-check company formed to complete an initial business combination. IWAC has not begun operating an ongoing business and will not do so until it completes a qualifying transaction.

Capital structure and financing to date

• IPO: 11,500,000 units sold at $10.00 per unit, gross proceeds of $115,000,000.
• Private placement: 6,850,000 warrants sold to the sponsor at $1.00 per warrant, gross proceeds of $6,850,000.
• Trust account: $117,300,000 placed in trust (comprised of $112,700,000 from IPO proceeds and $4,600,000 from the private placement).
• As of December 31, 2025:
  • Trust value per public share: approximately $12.92.
  • Funds available for a business combination: approximately $15,310,131 (after $4,025,000 of deferred underwriting fees).
• Registered office: 48 Wall Street, Level 11, New York, NY 10005.
• Employees: IWAC currently has one executive officer.

Planned transaction: Btab Ecommerce Group, Inc. (Btab)

• Structure: Two-step business combination:
  1. Purchaser Merger Sub will merge into IWAC, making IWAC a wholly owned subsidiary of Pubco (the surviving company).
  2. Company Merger Sub will merge into Btab, making Btab a wholly owned subsidiary of Pubco.
• Post-transaction name: Pubco expects to be renamed BTAB Ecommerce Holdings, Inc.
• Pre-closing recapitalization and domestication:
  • IWAC Class B ordinary shares will convert into IWAC Class A ordinary shares.
  • IWAC will domesticate from the Cayman Islands to Delaware.
  • Btab will create a new class of voting common stock with 10,000 votes per share (Btab Class V Shares).
  • Btab CEO and IWAC Board Chair Binson Lau will exchange specified Btab stock for 100,000 Btab Class V Shares, after which certain Btab preferred shares will be terminated.
• Transaction consideration:
  • Aggregate consideration: $250,000,000.
  • Pubco will issue 25,000,000 new Pubco common shares to Btab shareholders: 24,900,000 Pubco Class A Common Shares and 100,000 Pubco Class V Common Shares, each valued at $10.00 per share.
  • Exchange mechanics:
    • At the Purchaser Merger Effective Time, each IWAC Class A share converts into one Pubco Class A share; IWAC warrants convert into Pubco warrants with similar terms.
    • At the Company Merger Effective Time, each outstanding Btab Common Share (excluding certain dissenting or treasury shares) converts into a pro rata right to receive Pubco Class A Common Shares; each Btab Class V Share converts into the Aggregate Class V Consideration.
• Governance and incentives:
  • Pubco will amend its certificate of incorporation and bylaws.
  • Pubco will adopt an Incentive Plan reserving 20% of post-closing fully diluted equity for awards, with an evergreen provision.

Acquisition criteria and process

IWAC will evaluate potential targets using standard SPAC diligence and valuation criteria to identify a strategic fit with substantial value. Potential conflicts of interest related to founder shares and sponsor/director-held private placement warrants are disclosed; management will seek independent opinions for transactions involving affiliates when required. If a target is affiliated with sponsors or directors, IWAC may obtain an independent valuation opinion to assess financial fairness.

Redemptions and timing

• Redemption rights: Public shareholders may redeem their Class A shares for cash at the closing of the initial business combination at a per-share price equal to the trust account amount (plus interest) divided by the number of outstanding public shares. Warrants do not have redemption rights.
• If a shareholder redeems and the business combination does not close, the redemption right is void.
• When shareholder approval is required for a business combination, redemptions may be conducted under Rule 14a- or tender-offer procedures, with a potential 20-business-day tender period. In certain scenarios there is a 15% aggregate cap on redemptions if the company does not obtain consent for larger redemptions.

Extensions and liquidation rights

• The deadline to complete an initial business combination has been extended by charter amendments; the most recent extension runs to September 16, 2026.
• If no business combination is completed by the deadline:
  • Public shares may be redeemed for a cash liquidation amount based on trust funds and the company will liquidate, subject to Cayman Islands law and creditor claims.
  • Warrants will not receive redemption rights and will expire worthless if no business combination occurs by the deadline.
• Sponsor and management arrangements address liquidation mechanics and include indemnification agreements to cover certain trust-account shortfalls, subject to limitations and enforceability.

Market context and deal flow

Deal flow sources include affiliated and unaffiliated market participants, private equity firms, investment banks, consultants, and professional networks. The company acknowledges competition from other SPACs and private-equity groups pursuing transactions.

Financial snapshot

• IPO gross proceeds: $115,000,000.
• Private placement proceeds: $6,850,000.
• Total placed in trust: $117,300,000.
• Trust value per public share (12/31/2025): ~$12.92.
• Funds available for a business combination (12/31/2025): ~$15,310,131.
• Planned transaction value: $250,000,000.
• Consideration to Btab shareholders: 25,000,000 Pubco shares (24,900,000 Class A; 100,000 Class V) at $10.00 per share.
• Current executive headcount: 1 executive officer.
• Sponsor pays $10,000 per month for office space, administrative support, and related services.

Operations and next steps

IWAC’s primary purpose is to identify, evaluate, and complete an initial business combination. The Btab transaction is the material contemplated deal in the filing. Following the business combination, Pubco intends to complete post-transaction structuring, seek a listing, and resume ongoing public reporting.