Integrated Wellness Acquisition Corp. Signs Material Agreement

TL;DR

IWAC signed a big deal on 5/30, filing includes financials.

AI Summary

Integrated Wellness Acquisition Corp. entered into a Material Definitive Agreement on May 30, 2024. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in the Cayman Islands and operates in the non-store retailers sector.

Why It Matters

This filing indicates a significant development for Integrated Wellness Acquisition Corp., likely related to a business combination or acquisition, which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing pertains to a material definitive agreement, which often involves significant business changes or transactions that carry inherent risks.

Key Numbers

• 001-41131 — Commission File Number (Identifies the company's SEC filing history.)

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Registrant
• May 30, 2024 (date) — Date of earliest event reported
• 001-41131 (company) — Commission File Number
• 59 N. Main Street Florida , NY 10921 (company) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — A Common Share at an exercise price of $11.50 per share on the terms and subject to t
• $0.001 — with 10,000 votes per share, par value $0.001 (" Btab Class V Shares "). After the ef
• $250,000,000 — s shall be an aggregate amount equal to $250,000,000 (the " IWAC Equity Value "). The Transa
• $10.00 — ach IWAC Class V Common Share valued at $10.00 per share. Each Btab Class V Share iss
• $5,000,001 — s Act "), and (vi) IWAC having at least $5,000,001 of net tangible assets as of immediatel
• $12.00 — Class A Common Shares equals or exceeds $12.00 per share (as adjusted for share splits

Filing Documents

• tm2416446d1_8k.htm (8-K) — 86KB
• tm2416446d1_ex2-1.htm (EX-2.1) — 648KB
• tm2416446d1_ex10-1.htm (EX-10.1) — 56KB
• tm2416446d1_ex10-2.htm (EX-10.2) — 34KB
• tm2416446d1_ex10-3.htm (EX-10.3) — 51KB
• 0001104659-24-068742.txt ( ) — 1284KB
• wel-20240530.xsd (EX-101.SCH) — 3KB
• wel-20240530_def.xml (EX-101.DEF) — 27KB
• wel-20240530_lab.xml (EX-101.LAB) — 36KB
• wel-20240530_pre.xml (EX-101.PRE) — 25KB
• tm2416446d1_8k_htm.xml (XML) — 6KB

01 Entry Into A Material Definitive Agreement

Item 1.01 Entry Into A Material Definitive Agreement. Business Combination Agreement This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement. General Terms and Effects On May 30, 2024, Integrated Wellness Acquisition Corp, a Cayman Islands exempted company with limited liability ("IWAC" or "Purchaser"), entered into a Business Combination Agreement (the " Business Combination Agreement ") with IWAC Georgia Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of IWAC (" Merger Sub "), and Btab Ecommerce Enterprises, Inc., a Georgia corporation (" Btab " or the " Company "). Pursuant to the terms of the Business Combination Agreement, a business combination between IWAC will be effected through the merger of Merger Sub with and into Btab (the " Merger "), with Btab surviving the Merger as a wholly owned subsidiary of IWAC. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the " Transactions "), IWAC expects to be renamed "Btab Ecommerce Holdings, Inc." Pre-Closing Recapitalization and Domestication At least one day prior to the consummation of the Transactions (the " Closing "), (i) IWAC shall cause each IWAC Class B ordinary share to be converted into one IWAC Class A ordinary share, in accordance with IWAC's governing documents. In addition, prior to the effective time of the Merger (the " Effective Time "), in order to facilitate the consummation of the Transactions, IWAC shall transfer by wa

View Full Filing

View this 8-K filing on SEC EDGAR