Sydney, Australia, and New York, NY, August 4, 2025 – Integrated Wellness Acquisition Corp (OTC: WELNF) (“WEL”), a publicly traded special purpose acquisition company, alongside Btab Ecommerce Group, Inc. (OTC: BBTT) (“Btab”), a global e-commerce and digital supply chain solutions provider, have jointly announced the public filing of a registration statement on Form S-4. This statement has been filed with the U.S. Securities and Exchange Commission (SEC) and pertains to their previously outlined proposed business combination. This marks an advancement following two earlier confidential submissions to the SEC.
The filing constitutes a pivotal milestone within the transaction process, setting the stage for Btab’s potential transition to a national securities exchange—such as Nasdaq or NYSE—pending requisite regulatory approvals.
“We are thrilled to reach this significant juncture in our collaboration,” stated Binson Lau, Chairman and CEO of Btab. “This filing propels us nearer to our ambition of enhancing Btab’s platform and facilitating the prosperity of small businesses through innovative technology-driven commerce.”
The consummation of the proposed transaction is contingent upon receiving regulatory approval, the endorsement of WEL’s shareholders, and the fulfillment of various customary closing conditions.
A copy of the Registration Statement can be accessed on the SEC’s website.
About Integrated Wellness Acquisition Corp
Integrated Wellness Acquisition Corp (OTC: WELNF) is a special purpose acquisition company established to orchestrate mergers, asset acquisitions, share exchanges, and similar business combinations. Focused on avenues within the realms of health, nutrition, fitness, wellness, and beauty, WEL is particularly invested in the products, devices, applications, and technologies fostering growth in these sectors.
About Btab Ecommerce Group, Inc.
Btab Ecommerce Group (OTC: BBTT) operates in Australia, Asia, the United States, and the United Kingdom, offering affordable e-commerce services and supplying innovative technology and products to small enterprises. This empowers these businesses to effectively compete within underserved market segments. Aspiring for a broader reach into Europe and the Americas, Btab seeks to provide small businesses with access to products and services that are often beyond their grasp. With the anticipated expansion of e-commerce in Asia, driven by escalating internet adoption and soaring spending power, Btab is poised for substantial growth in the forthcoming decade.
For additional information, visit Btab’s official website.
Important Information Regarding the Business Combination
Concomitant with the business combination, Pubco has filed a Registration Statement on Form S-4 with the SEC. This statement encompasses a prospectus for Pubco’s securities and a proxy statement for WEL’s shareholders. It is crucial to note that the Registration Statement has yet to receive effective status from the SEC. Once effective, WEL will disseminate the definitive proxy statement along with a proxy card to its shareholders.
Interested investors and stakeholders are encouraged to review the Registration Statement, including the preliminary proxy statement and subsequent amendments, alongside the definitive proxy statement when it becomes available. These documents will divulge vital information concerning Btab, WEL, and Pubco following the completion of the business combination.
The definitive proxy statement will be mailed to WEL’s shareholders as determined by an established record date for voting on the business combination. Access to the Registration Statement, including both definitive and preliminary proxy statements and other pertinent materials, is freely available at the SEC’s website or by contacting Integrated Wellness Acquisition Corp directly.
Participants in the Solicitation
WEL, Btab, and their respective directors, executive officers, and other management personnel may be considered participants in the solicitation of proxies from WEL’s shareholders regarding the business combination. Detailed information concerning the affiliations and interests of WEL’s executives will be available in its SEC filings, including the preliminary proxy statement, definitive proxy statement, and supplementary documents. Relevant data on Btab’s directors and executives will similarly be included in the proxy statement.
Forward-Looking Statements
This announcement encompasses certain forward-looking statements as defined by federal securities laws, concerning the anticipated business combination between WEL and Btab. Such statements may address projected advantages of the business combination, anticipated timelines, enterprise value, and prospective financial performance post-closing. These forward-looking declarations are typically identified by terminology such as “believe,” “anticipate,” and “expect,” among others, although their absence does not preclude a statement from being forward-looking.
Numerous factors could lead to significant deviations between actual future events and the forward-looking statements presented herein, including, but not limited to:
- The potential delay or failure in completing the business combination could impact WEL’s stock prices.
- Risk associated with not satisfying closing conditions, including shareholder approval.
- Operational disruptions within Btab stemming from the business combination announcement.
- Fluctuations in market conditions are affecting Btab’s competitive landscape and growth potential.
This enumeration of factors is non-exhaustive. It is crucial for readers to consider the outlined factors and the associated risks compounded in the relevant documentation filed with the SEC.
No Offer or Solicitation
This announcement does not constitute a solicitation of a proxy, consent, or authorization concerning any securities or the business combination. Nor does it represent an offer to sell or solicit an offer to purchase any securities. Any such offering will occur solely via a prospectus that adheres to Section 10 of the Securities Act, or an exemption therefrom.
Media Contacts
- Mr. Matthew Malriat
Chief Executive Officer
Integrated Wellness Acquisition Corp
Email: [email protected] - Mr. Binson Lau
Chief Executive Officer
Btab Ecommerce Group, Inc.
Email: [email protected]
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