Integrated Wellness Acquisition Corp. Signs Material Definitive Agreement

TL;DR

IWC signed a big deal, details to come.

AI Summary

Integrated Wellness Acquisition Corp. (IWC) announced on August 26, 2024, that it entered into a material definitive agreement. The filing does not disclose the other party or the specifics of the agreement, but it is classified under "Entry into a Material Definitive Agreement" and includes financial statements and exhibits.

Why It Matters

This filing indicates a significant development for Integrated Wellness Acquisition Corp., suggesting a potential merger, acquisition, or other substantial business transaction is underway.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement has been entered into, which could significantly impact the company, but the lack of specific details introduces uncertainty.

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Registrant
• August 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $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 — ch Pubco Class V Common Share valued at $10.00 per share. At the Purchaser Merger Eff
• $5,000,001 — s Act "), and (vi) IWAC having at least $5,000,001 of net tangible assets as of immediatel

Filing Documents

• tm2421997d1_8k.htm (8-K) — 80KB
• tm2421997d1_ex2-1.htm (EX-2.1) — 673KB
• 0001104659-24-092999.txt ( ) — 1125KB
• wel-20240826.xsd (EX-101.SCH) — 3KB
• wel-20240826_def.xml (EX-101.DEF) — 27KB
• wel-20240826_lab.xml (EX-101.LAB) — 36KB
• wel-20240826_pre.xml (EX-101.PRE) — 25KB
• tm2421997d1_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 As previously disclosed by Integrated Wellness Acquisition Corp, a Cayman Islands exempted company with limited liability ("IWAC" or "Purchaser) , in its Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the "SEC") on June 5, 2024, on May 30, 2024, IWAC entered into a Business Combination Agreement (the " Original Business Combination Agreement ") with IWAC Georgia Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of IWAC, and Btab Ecommerce Group, Inc., a Georgia corporation (" Btab " or the " Company "). On August 26, 2024, IWAC and Btab entered into an Amended and Restated Business Combination Agreement (the " Business Combination Agreement ") with IWAC Holding Company Inc., a Delaware corporation, a wholly-owned subsidiary of IWAC (" Pubco "), IWAC Purchaser Merger Sub II Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (" Purchaser Merger Sub "), IWAC Company Merger Sub Inc., a Georgia corporation and a wholly-owned subsidiary of Pubco (" Company Merger Sub "), and acknowledging and agreeing solely with respect to Section 2.1(a)(ii) thereof, Binson Lau. The Business Combination Agreement amended, restated and superseded the Original Business Combination Agreement. Pursuant to the Business Combination Agreement,

Forward-Looking Statements

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 Transactions between IWAC and Btab, including without limitation statements regarding the anticipated benefits of the Transactions, the anticipated timing of the Transactions, the implied enterprise value, future financial condition and performance of Btab and the combined company after the Closing and expected financial impacts of the Transactions, the satisfaction of closing conditions to the Transactions, the pre-money valuation of Btab (which is subject to certain inputs that may change prior to the Closing of the Transactions and is subject to adjustment after the Closing of the Transactions), the level of redemptions of IWAC'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 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 Transactions may not be completed in a timely manner or at all, which may adversely affect the price of IWAC's securities; (ii) the risk that the proposed Transactions may not be completed by IWAC's initial business combination deadline and the potential failure to obtai

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View this 8-K filing on SEC EDGAR