WELUF Seeks Fourth Extension for Btab Merger, Offers Redemption Premium

TL;DR

**WELUF is kicking the can down the road again, but the redemption premium makes it a no-brainer for public shareholders to bail out now.**

AI Summary

Integrated Wellness Acquisition Corp (WELUF) is seeking shareholder approval to extend its business combination deadline from December 15, 2025, to March 16, 2026, to finalize its merger with Btab Ecommerce Group, Inc. This is the fourth extension sought by the SPAC, following previous extensions in June 2023, December 2023, and December 2024. The company also proposes amendments to its M&A to allow discretionary liquidation by the Board and eliminate the $5,000,001 net tangible asset redemption limitation, which are all conditioned on each other. As of November 3, 2025, the trust account held approximately $15.15 million, or $12.78 per share, while the Class A ordinary shares traded at $12.55, offering a $0.23 per share redemption premium. Shareholders will also vote on ratifying BDO USA, LLP as the independent auditor for 2025 and an adjournment proposal. The Board recommends voting FOR all proposals, emphasizing the need for more time to complete the Btab Business Combination.

Why It Matters

This DEF 14A filing is critical for WELUF investors as it directly impacts the SPAC's ability to complete its proposed business combination with Btab Ecommerce Group, Inc. without forced liquidation. The potential for a $0.23 per share redemption premium ($12.78 redemption vs. $12.55 market price as of November 3, 2025) offers a clear arbitrage opportunity for public shareholders. For Btab, the extension provides crucial time to finalize the merger, while employees and customers of both entities face continued uncertainty until the deal closes. The repeated extensions highlight the challenges in the SPAC market and could influence future investor sentiment towards similar vehicles.

Risk Assessment

Risk Level: medium — The company is seeking its fourth extension, indicating significant challenges in closing a business combination. If the M&A Amendment Proposals are not approved, the company will be forced to liquidate by December 15, 2025, returning approximately $12.78 per share from the trust account. This repeated need for extensions, despite a Business Combination Agreement with Btab Ecommerce Group, Inc. already in place since May 30, 2024 (amended August 26, 2024), suggests underlying difficulties in meeting deal conditions or securing necessary approvals.

Analyst Insight

Investors should consider tendering their shares for redemption to capture the $0.23 per share premium over the market price as of November 3, 2025. While the Board recommends approval, the repeated extensions and the existing redemption premium suggest a low-risk exit strategy for public shareholders who prefer certainty over the prolonged and uncertain merger process with Btab Ecommerce Group, Inc.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$15.15M

revenue Growth

N/A

Key Numbers

• $15.15M — Trust Account Balance (As of November 3, 2025, representing funds available for redemption or business combination.)
• $12.78 — Redemption Price Per Share (As of November 3, 2025, higher than the market price.)
• $12.55 — Market Price Per Share (Closing price on OTC Pink Limited Market on November 3, 2025.)
• December 15, 2025 — Current Termination Date (Deadline for business combination without extension.)
• March 16, 2026 — Proposed Extended Date (New deadline for business combination if extension is approved.)
• 4,060,481 — Ordinary Shares Outstanding (As of the Record Date, November 3, 2025, entitled to vote.)
• 2/3 — Vote Requirement for M&A Amendments (Affirmative vote required for Extension, Liquidation, and Redemption Limitation Amendments.)
• May 30, 2024 — Original Business Combination Agreement Date (Date Integrated Wellness Acquisition Corp entered into agreement with Btab Ecommerce Group, Inc.)
• August 26, 2024 — Amended Business Combination Agreement Date (Date the Business Combination Agreement with Btab was amended and restated.)
• 4 — Number of Extensions Sought (This is the fourth extension requested by the company since its IPO.)

Key Players & Entities

• Integrated Wellness Acquisition Corp (company) — Registrant and SPAC seeking extension
• Btab Ecommerce Group, Inc. (company) — Target company for business combination
• Binson Lau (person) — Chairman of the Board for Integrated Wellness Acquisition Corp
• BDO USA, LLP (company) — Independent registered public accounting firm selected by audit committee
• Ellenoff Grossman & Schole LLP (company) — Location of the extraordinary general meeting
• Continental (company) — Company's transfer agent for share redemption
• $15.15 million (dollar_amount) — Aggregate amount in the Trust Account as of November 3, 2025
• $12.78 (dollar_amount) — Per-share redemption price as of November 3, 2025
• $12.55 (dollar_amount) — Closing price of Class A ordinary shares on OTC Pink Limited Market on November 3, 2025
• $5,000,001 (dollar_amount) — Net tangible asset limitation for redemptions being proposed for elimination

FAQ

Risk Factors

• Trust Account Depletion Risk [medium — financial]: The SPAC's trust account balance was $15.15 million as of November 3, 2025. If the business combination is not completed by the proposed March 16, 2026, deadline, and the company is forced to liquidate, the remaining funds in the trust account will be distributed to public shareholders. Continued extensions and potential redemptions could deplete these funds, impacting the value available for a business combination or liquidation distribution.
• Failure to Complete Business Combination [high — operational]: This is the fourth extension request, indicating ongoing challenges in finalizing the merger with Btab Ecommerce Group, Inc. The company has until March 16, 2026, to complete the combination. Failure to do so would result in liquidation, meaning shareholders would not realize the potential benefits of the proposed merger.
• Net Tangible Asset Rule Compliance [medium — regulatory]: The company seeks to eliminate the $5,000,001 net tangible asset redemption limitation. This rule is designed to protect SPACs from having insufficient assets post-redemption. Removing this safeguard could expose the company to risks if redemptions significantly reduce its asset base, potentially impacting its ability to complete a business combination or meet other financial obligations.
• Shareholder Approval Dependency [high — legal]: All proposed M&A amendments, including the extension, liquidation, and redemption limitation changes, are conditioned on each other. This requires a two-thirds majority vote of shareholders present at the meeting. A failure to secure this supermajority for any of the M&A amendments means none will be enacted, potentially forcing liquidation.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant volatility. While SPACs offer a faster route to public markets than traditional IPOs, many have faced challenges in completing business combinations within their mandated timelines. This is often due to market conditions, regulatory scrutiny, and difficulties in finding suitable targets or negotiating favorable terms.

Regulatory Implications

The proposed amendments to the M&A, particularly the elimination of the net tangible asset redemption limitation, could be subject to regulatory review. SPACs must ensure compliance with SEC rules regarding shareholder communications, redemptions, and financial reporting. The repeated extensions also highlight the ongoing scrutiny of SPAC timelines and their ability to execute mergers.

What Investors Should Do

1. Review the proxy statement carefully.
2. Evaluate the likelihood of a successful business combination by March 16, 2026.
3. Decide whether to vote FOR or AGAINST the proposals.
4. Consider exercising redemption rights if the extension is approved.

Key Dates

• 2025-12-12: Extraordinary General Meeting — Shareholders will vote on proposals to extend the business combination deadline, amend M&A, and ratify auditor. This meeting is crucial for the SPAC's continued operation.
• 2025-12-15: Current Termination Date — The deadline for the SPAC to complete its business combination without an extension. If no extension is approved, the company will liquidate.
• 2026-03-16: Proposed Extended Date — The new deadline for the SPAC to complete its business combination if the extension proposal is approved.
• 2025-11-03: Record Date — Shareholders as of this date are entitled to vote at the extraordinary general meeting.
• 2024-12-11: December 2024 Extension Approval — Shareholders previously approved an extension from December 13, 2024, to December 15, 2025, marking the third extension.
• 2023-06-02: June 2023 Extension Approval — Shareholders approved an extension from June 13, 2023, to December 13, 2023, marking the first extension.

Glossary

SPAC

Special Purpose Acquisition Company. A shell company that raises capital through an IPO to acquire an existing company. (Integrated Wellness Acquisition Corp is a SPAC seeking to complete a business combination.)

Business Combination

The acquisition or merger of a target company by a SPAC. (The primary goal of Integrated Wellness Acquisition Corp is to complete its business combination with Btab Ecommerce Group, Inc.)

Trust Account

An account holding the proceeds from a SPAC's IPO, typically used to fund the business combination or returned to shareholders upon liquidation. (The trust account balance of $15.15 million as of November 3, 2025, is critical for redemptions and potential liquidation.)

Redemption

The right of public shareholders to have their shares repurchased by the SPAC for cash, typically at the per-share redemption price from the trust account. (Shareholders may redeem their shares if the extension is approved, impacting the funds available for the business combination.)

M&A

Memorandum and Articles of Association. The constitutional documents governing the company. (Amendments to the M&A are being proposed to extend the deadline and alter redemption rules.)

Net Tangible Assets (NTA) Rule

A rule under the Exchange Act that limits redemptions if they would result in the SPAC having less than $5 million in net tangible assets. (The company is seeking to eliminate this limitation, which could allow for higher redemptions.)

Year-Over-Year Comparison

This filing represents a request for a fourth extension, indicating that the company has not yet completed its business combination since the previous filing. The key metrics related to financial performance (revenue, net income, margins) are not applicable to a SPAC in its pre-business combination phase. The primary focus remains on the trust account balance, the deadline for the business combination, and shareholder sentiment towards further extensions, which has shifted towards a need for more time despite previous approvals.

Key Financial Figures

• $5,000,001 — uo; Exchange Act ”)) of less than $5,000,001 or any greater net tangible asset or ca
• $0.0001 — our class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary
• $0 — ompany’s Class A ordinary shares, $0.0001, par value per share included in t
• $100,000 — released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses
• $15.15 m — llustrative purposes, was approximately $15.15 million, or $12.78 per share, as of Novem
• $12.78 — s, was approximately $15.15 million, or $12.78 per share, as of November 3, 2025). The
• $12.55 — arkets ”) on November 3, 2025 was $12.55 per share. Accordingly, if the market p
• $0.23 m — esult in a public shareholder receiving $0.23 more for each share than if such sharehol

Filing Documents

• tm2529918d2_def14a.htm (DEF 14A) — 465KB
• tm2529918d1_pre14aimg001.jpg (GRAPHIC) — 173KB
• tm2529918d1_pre14aimg002.jpg (GRAPHIC) — 303KB
• tm2529918d1_pre14aimg003.jpg (GRAPHIC) — 72KB
• 0001104659-25-113213.txt ( ) — 1222KB

From the Filing

DEF 14A 1 tm2529918d2_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 INTEGRATED WELLNESS ACQUISITION CORP (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11. INTEGRATED WELLNESS ACQUISITION CORP 1441 Broadway, 6 th Floor New York, NY 10018 (917) 397-7625 Dear Shareholders: On behalf of the board of directors (the “ Board ”) of Integrated Wellness Acquisition Corp (the “ Company ,” “ we ” or similar terminology), I invite you to attend an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “ Meeting ”). The Meeting will be held at 10:00 a.m. Eastern Time on December 12, 2025, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the meeting may be adjourned. As discussed in the enclosed proxy statement, the purpose of the Meeting is to consider and vote upon the following proposals: (i) Proposal 1 — A proposal to amend by special resolution (the “ Extension Amendment ”) the Company’s amended and restated memorandum and articles of association, as amended prior to the date hereof (the “ M&A ”) in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination (the “ Extension ”) from December 15, 2025 (the “ Termination Date ”) to March 16, 2026 (or such earlier date as determined by the Company’s board of directors in its sole discretion) (the “ Extended Date ”) (such period, the “ Extension Period ” and such proposal, the “ Extension Amendment Proposal ”); (ii) Proposal 2 — A proposal to amend by special resolution (the “ Liquidation Amendment ”) the M&A in the form set forth in Annex A to the accompanying proxy statement to permit our Board, in its sole discretion, to elect to wind up our operations on, or on an earlier date than March 16, 2026 (including prior to December 15, 2025) (the “ Liquidation Amendment Proposal ”); (iii) Proposal 3 — A proposal to ratify, by way of ordinary resolution, the selection by the audit committee of the Board of BDO USA, LLP (“ BDO ”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2025 (the “ Auditor Ratification Proposal ”); (iv) Proposal 4 — A proposal to amend by special resolution (the “ Redemption Limitation Amendment, ” and together with the Extension Amendment and the Liquidation Amendment, the “ M&A Amendments ”) the M&A in the form set forth in Annex A to the accompanying proxy statement to eliminate the limitation that we may not redeem public shares (defined below) to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) (the “ NTA Rule ”) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in an agreement relating to a business combination (the “ Redemption Limitation ”) in order to allow us to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “ Redemption Limitation Amendment Proposal, ” and together with the Extension Amendment Proposal and the Liquidation Amendment Proposal, the “ M&A Amendment Proposals ”) and (iv) Proposal 5 —  A proposal to approve by ordinary resolution the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “ Adjournment Proposal ”). Approval of the M&A Amendment Proposals are each conditioned on one another. This means that unless those three pr

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