UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 2024
INTEGRATED WELLNESS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41131 |
|
98-1615488 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
59 N. Main Street
Florida, NY 10921
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (845) 651-5039
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
WEL.U |
|
The New York Stock Exchange |
| Class A ordinary shares included as part of the units |
|
WEL |
|
The New York Stock Exchange |
| Redeemable warrants included as part of the units |
|
WEL.WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation
FD Disclosure.
On
May 31, 2024, Integrated Wellness Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (the “Company”),
issued a joint press release announcing that it entered into a business combination agreement, dated May 30, 2024 (the “Merger
Agreement”) with IWAC Georgia Merger Sub Inc., a Georgia corporation and a wholly-owned subsidiary of the Company (“Merger
Sub”), and Btab Ecommerce Group, Inc., a Georgia corporation (“Btab”). Pursuant to the Merger
Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the
“Closing”), the Company will redomesticate from the Cayman Islands to Delaware, and Merger Sub will merge with
and into Btab, with Btab surviving as a wholly-owned subsidiary of the Company (the “Business Combination”).
A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and will not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Important Information
About the Business Combination and Where to Find It
In
connection with the Merger Agreement and the Business Combination, the Company intends to file with the Securities and Exchange Commission
(“SEC”) a Registration Statement on Form S-4, which will include a prospectus for the Company’s securities
and a proxy statement for the Company’s shareholders (the “Registration Statement”). The Registration
Statement has not been filed with or declared effective by the SEC. Promptly after the Registration Statement is declared effective by
the SEC, the Company will mail the definitive proxy statement and a proxy card to its shareholders. Investors and securityholders of the
Company and other interested persons are advised to read, when available, the preliminary proxy statement to be filed with the SEC, and
amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation of proxies for the special
meeting to be held to approve the Merger Agreement and the Business Combination and other documents filed in connection with the proposed
Business Combination because these documents will contain important information about Btab, the Company, the combined company following
the consummation of the Business Combination, the Merger Agreement and the Business Combination. The definitive proxy statement will be
mailed to the Company’s shareholders as of a record date to be established in the future for voting on the Merger Agreement and
the Business Combination. The Registration Statement, including the definitive proxy statement, the preliminary proxy statement and other
relevant materials in connection with the Business Combination (when they become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or by writing to: Integrated Wellness Acquisition Corp,
148 N Main Street, Florida, NY 10921, Attention: Mr. Suren Ajjarapu.
Participants in
the Solicitation
The
Company, Btab and their respective directors, executive officers, other members of management and employees may be deemed participants
in the solicitation of proxies from the Company’s shareholders with respect to the Business Combination. Investors and securityholders
may obtain more detailed information regarding the names and interests in the Business Combination of the Company’s directors and
officers in the Company’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement and the amendments
thereto, the definitive proxy statement, and other documents filed with the SEC, and such information with respect to Btab’s directors
and executive officers will also be included in the proxy statement.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with
respect to the proposed Business Combination between the Company and Btab, including without limitation statements regarding the
anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value,
future financial condition and performance of Btab and the combined company after the Closing and expected financial impacts of the
Business Combination, the satisfaction of closing conditions to the Business Combination, the pre-money valuation of Btab (which is
subject to certain inputs that may change prior to the Closing of the Business Combination and is subject to adjustment after the
Closing of the Business Combination), the level of redemptions of the Company’s public shareholders and the products and
markets and expected future performance and market opportunities of Btab. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many
factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K,
including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of the Company’s securities; (ii) the risk that the proposed Business Combination may not be completed
by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline
if sought by the Company; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval
of the Merger Agreement by the shareholders of the Company; (iv) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions
by Company’s shareholders; (vi) redemptions exceeding a maximum threshold or the failure to meet the New York Stock Exchange’s
initial listing standards in connection with the consummation of the contemplated Business Combination; (vii) the effect of the announcement
or pendency of the Business Combination on Btab’s business relationships, operating results, and business generally; (viii) risks
that the proposed Business Combination disrupts current plans and operations of Btab; (ix) the outcome of any legal proceedings that may
be instituted against Btab or against the Company related to the Merger Agreement or the proposed Business Combination; (x) changes in
the markets in which Btab competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (xi)
changes in domestic and global general economic conditions; (xii) risk that Btab may not be able to execute its growth strategies; (xiii)
risk that Btab may not be able to develop and maintain effective internal controls; (xiv) costs related to the Business Combination and
the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions,
including with respect to estimated shareholder redemptions; (xv) the ability to recognize the anticipated benefits of the proposed Business
Combination and to achieve its commercialization and development plans, and identify and realize additional opportunities, which may be
affected by, among other things, competition, the ability of Btab to grow and manage growth economically and hire and retain key employees;
(xvi) Btab’s limited operating history, its limited financial resources, domestic or global economic conditions, activities of competitors,
and the presence of new or additional competition, and conditions of equity markets; and (xvii) those factors discussed in the Company’s
filings with the SEC and that that will be contained in the proxy statement relating to the proposed Business Combination.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the preliminary proxy statement and the amendments thereto, the definitive
proxy statement, and other documents to be filed by the Company from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and while Btab and the Company may elect to update these forward-looking statements at some point in the future, they assume
no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law. Neither of Btab or the Company gives any assurance that Btab or the Company, or the combined company,
will achieve its expectations.
No Offer or Solicitation
This
Current Report on Form 8-K will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the Business Combination. This Current Report on Form 8-K will also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom.
Item 9.01 Financial
Statements and Exhibits.
| (d) |
Exhibits. The following exhibit is furnished with this Form 8-K: |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Integrated Wellness Acquisition Corp |
|
| |
|
| By: |
/s/ Suren Ajjarapu |
|
| |
Name: Suren Ajjarapu |
|
| |
Title: Chief Executive Officer |
|
Dated: May 31, 2024
Exhibit 99.1
Btab Ecommerce
Group Signs Business Combination Agreement with Integrated Wellness Acquisition Corp.
SYDNEY,
Australia and New York, NY, May 31, 2024 -- Btab Ecommerce Group, Inc., an e-commerce company (OTC: BBTT) (“BBTT” or the
“Company”), and Integrated Wellness Acquisition Corp, a special purpose acquisition company (NYSE: WEL) (“WEL”
or “Integrated Wellness”), today announced that they have entered into a definitive business combination agreement (the "BCA")
providing for a business combination between WEL and BBTT (the "Transaction"). Upon completion of the Transaction, WEL will
be renamed Btab Ecommerce Holdings, Inc and is expected to continue to be listed on NYSE. The Transaction values BBTT at an equity value
of U.S. $250 million.
Transaction
Overview
Under
the terms of the BCA, a wholly owned subsidiary of WEL will merge with and into BBTT, with BBTT surviving the merger and becoming a wholly
owned subsidiary of WEL. WEL will issue 25,000,000 shares of its common stock, with each WEL share valued at $10 per share, to the BBTT
shareholders as merger consideration, in exchange for all of the issued and outstanding shares of BBTT stock. It is currently anticipated
that the transaction will close by the end of the fourth quarter of 2024.
The
description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive BCA
relating to the Transaction, a copy of which will be filed by WEL with the Securities and Exchange Commission (the “SEC”)
as an exhibit to a Current Report on Form 8-K.
Binson
Lau, BBTT’s Chief Executive Officer stated, “We look forward to concluding the closing the transaction as soon as feasible.
The planned business combination with WEL represents a significant milestone
in our growth strategy. This move underscores our commitment to expanding our reach and providing even greater support to small businesses
worldwide from our headquarters in Australia and by establishing an on-presence in key markets including the United States, United Kingdom,
and Asia. In doing so, we aspire to mirror the success stories of global players like Shopify. With the global e-commerce market projected
by some to reach $18.81 trillion by 2029, we aim to capitalize on this growth trajectory, particularly in underserved markets where small
businesses are eager to establish an online presence.”
BBTT’s
unique approach involves a range of services tailored to meet the diverse needs of small business owners. From product supply and sourcing
to marketing and sales platforms, and logistics support, BBTT ensures that entrepreneurs can focus on business growth without being overwhelmed
by the complexities of e-commerce operations.
BBTT’s
diverse platform offerings, including Btab Commerce, SocialSocial.Social, and specialized marketplaces like Marketplace Australia, Aussie
Markets and Chemist Deals, cater to a wide range of potential customers. By integrating social commerce elements, Btab’s hybrid
model combines the best of e-commerce and social networking, offering a unique value proposition to its customers.
Suren
Ajjarapu, Chief Executive Officer of Integrated Wellness, said, “It is gratifying to be working with Mr. Lau to help accelerate
BBTT’s growth strategy. This transaction will create for our WEL investors the opportunity to participate in BBTTs expected growth.
We look forward to working with BBTT to close the business combination agreement.”
WEL
will be preparing a combination registration statement/proxy statement to register the WEL shares to be issued as merger consideration
in the Transaction and to solicit the votes of the WEL shareholders to approve the Transaction, and an information statement to be provided
to the BBTT shareholders.
Advisors
Nelson
Mullins Riley & Scarborough LLP is serving as legal advisor to BBTT.
Ellenoff
Grossman & Schole, LLP is serving as legal advisor to WEL.
About
Btab Ecommerce Group, Inc.
Btab
Ecommerce Group (OTC: BBTT) is an e-commerce company that operates through its network in Australia, Asia, United States and United
Kingdom. It provides affordable ecommerce services and supplies technology and products to small businesses to allow them to compete
in an underserved market segment. The Company seeks to expand its reach into Europe and the Americas where it intends to provide
small businesses with products and services generally not currently commercially available to them. The Company believes the
e-commerce growth in Asia alone will be significant well into the next decade and beyond as increasing numbers of internet users
take advantage of online shopping and increasing spending power.
For
additional information visit https://btabcorp.com
About
Integrated Wellness Acquisition Corp
Integrated
Wellness Acquisition Corp (NYSE: WEL) is a special purpose acquisition company listed on the New York Stock Exchange formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination
with one or more businesses. While Integrated Wellness may pursue an acquisition opportunity in any industry or sector, it intends to
focus on businesses in the health, nutrition, fitness, wellness, and beauty sectors and the products, devices, applications, and technology
driving growth within these verticals.
Participants
in the Solicitation
The
Company, WEL and their respective directors, executive officers, other members of management and employees may be deemed participants
in the solicitation of proxies from WEL’s shareholders with respect to the Transaction. Investors and securityholders may obtain
more detailed information regarding the names and interests in the Transaction of WEL’s directors and officers in WEL’s filings
with the SEC, including, when filed with the SEC, the preliminary proxy statement/prospectus and the amendments thereto, the definitive
proxy statement/prospectus, and other documents filed with the SEC, and such information with respect to the Company’s directors
and executive officers will also be included in the proxy statement/prospectus.
Forward-Looking
Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the
Transaction between the Company and WEL, including without limitation statements regarding the anticipated benefits of the
Transaction, the anticipated timing of the Transaction, the implied enterprise value, future financial condition and performance of
the Company and the combined company after the closing of the Transaction and expected financial impacts of the Transaction, the
satisfaction of closing conditions to the Transaction, the pre-money valuation of the Company (which is subject to certain inputs
that may change prior to the closing of the Transaction and is subject to adjustment after the closing of the Transaction), the
level of redemptions of WEL’s public shareholders and the products and markets and expected future performance and market
opportunities of the Company. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will
likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many
factors could cause actual future events to differ materially from the forward-looking statements in this press release, including
but not limited to: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect
the price of WEL’s securities; (ii) the risk that the Transaction may not be completed by WEL’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by WEL; (iii) the failure
to satisfy the conditions to the consummation of the Transaction, including the approval of the BCA by the shareholders of WEL; (iv)
the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA; (v) the failure to
achieve the minimum amount of cash available following any redemptions by WEL’s shareholders; (vi) redemptions exceeding a
maximum threshold or the failure to meet the New York Stock Exchange’s initial listing standards in connection with the
consummation of the contemplated Transaction; (vii) the effect of the announcement or pendency of the Transaction on the
Company’s business relationships, operating results, and business generally; (viii) risks that the Transaction disrupts
current plans and operations of the Company; (ix) the outcome of any legal proceedings that may be instituted against the Company or
against WEL related to the BCA or the proposed Transaction; (x) changes in the markets in which the Company competes, including with
respect to its competitive landscape, technology evolution or regulatory changes; (xi) changes in domestic and global general
economic conditions; (xii) risk that the Company may not be able to execute its growth strategies; (xiii) risk that the Company may
not be able to develop and maintain effective internal controls; (xiv) costs related to the Transaction and the failure to realize
anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect
to estimated shareholder redemptions; (xv) the ability to recognize the anticipated benefits of the proposed Transaction and to
achieve its commercialization and development plans, and identify and realize additional opportunities, which may be affected by,
among other things, competition, the ability of the Company to grow and manage growth economically and hire and retain key
employees; (xvi) the Company’s limited operating history, its limited financial resources, domestic or global economic
conditions, activities of competitors, and the presence of new or additional competition, and conditions of equity markets; and
(xvii) those factors discussed in WEL’s filings with the SEC and that that will be contained in the proxy statement/prospectus
relating to the proposed Transaction.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the preliminary proxy statement/prospectus and the amendments thereto,
the definitive proxy statement/prospectus, and other documents to be filed by WEL from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while WEL and the Company may elect to update these forward-looking statements at some
point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law. Neither of WEL nor the Company gives any assurance that WEL or the
Company, or the combined company, will achieve its expectations.
Media
Contact
Mr.
Binson Lau
Chief
Executive Officer
Btab
Ecommerce Group, Inc.
Email:
info@btabcorp.com
Mr.
Suren Ajjarapu
Chief
Executive Officer
Integrated
Wellness Acquisition Corp
Email:
info@integratedwellnessspac.com
Grafico Azioni Integrated Wellness Acqu... (NYSE:WEL)
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