As filed with the Securities and Exchange Commission on July 29, 2025.

Registration No. 333-      

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

IWAC HOLDING COMPANY INC.

Co-registrant is listed on the following page
(Exact name of registrant as specified in its charter)

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1441 Broadway FL 6
New York, NY 10018
(917) 397-7625

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew Malriat
1441 Broadway FL 6
New York, NY 10018
(917) 397-7625

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed joint proxy statement/information statement/ prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☒

The Registrant and Co-registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANT

Angel Place Level 17, 123 Pitt Street, Sydney, NSW 2000 Australia

99 Wall Street, Suite 1118, New York, NY 10005, United States

Registered Agents Inc.

8735 Dunwoody Place, Ste R, Atlanta, GA, 30350, USA

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PRELIMINARY, SUBJECT TO COMPLETION, DATED JULY 29, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
INTEGRATED WELLNESS ACQUISITION CORP,

INFORMATION STATEMENT FOR STOCKHOLDERS OF BTAB ECOMMERCE HOLDINGS, INC.,

AND PROSPECTUS OF IWAC HOLDING COMPANY INC.

The board of directors of Integrated Wellness Acquisition Corp, a blank check company incorporated as a Cayman Islands exempted company (“IWAC” or “Purchaser”), has approved (i) the domestication of IWAC as a Delaware corporation (the “Domestication”), (ii) the Amended and Restated Business Combination Agreement, dated as of August 26, 2024 (as may be amended from time to time, the “Business Combination Agreement”), by and among IWAC, IWAC Holding Company Inc., a Delaware corporation and 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 together with Purchaser Merger Sub, the “Merger Subs”), Btab Ecommerce Group, Inc., a Georgia corporation (“Btab” or the “Company”), and acknowledging and agreeing solely with respect to Section 2.1(a)(ii) thereof, Binson Lau, a copy of which is attached to this joint proxy statement/information statement/prospectus as Annex A. The Business Combination Agreement amends, restates and supersedes the Business Combination Agreement, dated May 30, 2024 (the “Original BCA”), entered into by IWAC, IWAC Company Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of IWAC, and Btab to add Pubco, Company Merger Sub and Purchaser Merger Sub as parties to the agreement and to restructure the transaction.

At least one day prior to the Closing Date, IWAC will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (as amended) (the “Cayman Islands Act”) (the “Domestication”).

On the Closing Date, prior to the Company Merger Effective Time, Btab will file an amendment to its articles of incorporation (the “Btab Charter Amendment”), which amendment will, among other things, create a new class of voting common stock with 10,000 votes per share, par value $0.001 (“Btab Class V Shares”). After the effectiveness of the filing of the Btab Charter Amendment, but prior to the Company Merger Effective Time, Binson Lau, the Chief Executive Officer of the Btab, who is also the Chairman of the Board of IWAC, shall exchange (x) all of his shares of Btab preferred stock, $0.001 per share (the “Btab Preferred Shares”) plus (y) such number of shares of Btab common stock, par value $0.001 per share (the “Btab Common Shares”), as will result in the issuance to Binson Lau of 100,000 Btab Class V Shares. Upon such exchange, all of the Btab Preferred Shares shall be terminated, extinguished and cancelled in full (the transactions in this paragraph, collectively, the “Btab Reorganization”).

At the Purchaser Merger Effective Time, (1) each issued and outstanding IWAC Common Share shall be converted automatically into and thereafter represent the right to receive one Pubco Class A Share (2) each issued and outstanding IWAC Public Warrant shall be converted into one Pubco Public Warrant, and (3) each outstanding IWAC Private Warrant shall be converted into one Pubco Private Warrant, and each of the Pubco Public Warrants and Pubco Private Warrants (together, the “Pubco Warrants”) shall have and be subject to substantially the same terms and conditions set forth in the respective IWAC Public Warrants and IWAC Private Warrants, respectively.

At the Company Merger Effective Time, (1) each Btab Common Share (other than (x) the Btab Common Shares that are Dissenting Shares and (y) treasury shares) issued and outstanding as of immediately prior to the Company Merger Effective Time, shall be automatically canceled and extinguished and converted into the right to receive a number of Pubco Class A Common Shares equal to its Pro Rata Share of the Aggregate Class A Share Consideration (defined below), and (2) the Btab Class V Shares (other than (x) the Btab Class V Shares that are Dissenting Shares and (y) treasury shares) issued and outstanding as of immediately prior to the Company Merger Effective Time, shall be automatically canceled and extinguished and converted into the right to receive the Aggregate Class V Share Consideration (defined below). From and after the Company Merger Effective Time, each Company Shareholder’s certificates (the “Company Certificates”) evidencing ownership of the Btab Common Shares held in book-entry form issued and outstanding immediately prior to the Company Merger Effective Time shall each cease to have any rights with respect to such Btab Common Shares except as otherwise expressly provided for in the Business Combination Agreement or under applicable Law.

Effective upon the Purchaser Merger Effective Time, Pubco will amend and restate its (i) certificate of incorporation in a form reasonably acceptable to the Parties (the “Proposed Charter”) and (ii) bylaws (the “Proposed Bylaws”). The Proposed Charter will reflect the change of the corporate name of Pubco to “BTAB Ecommerce Holdings, Inc.”

When IWAC shareholders consider the proposals presented in the accompanying joint proxy statement/ information statement/prospectus, they should keep in mind that our Current Sponsor and IWAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, interests of unaffiliated holders of IWAC ordinary shares. For instance, our Current Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating IWAC. In such event, among other things, the value of certain interests of the Current Sponsor, its affiliates and IWAC directors and officers would become worthless including, among other things:

IWAC’s Current Sponsor, executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of IWAC’s shareholders generally. The IWAC Board and the members of the Special Committee were aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of IWAC. These interests include, among other things:

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The foregoing interests present a risk that the Current Sponsor and IWAC’s officers and directors may be incentivized to complete a business combination with a less favorable target company or on terms less favorable to the Public Shareholders rather than to liquidate, in which case the Current Sponsor would lose its entire investment. As a result, the Current Sponsor and IWAC’s officers and directors may have a conflict of interest in determining whether Btab is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. See the section entitled “The Business Combination Proposal — Interests of IWAC’s Current Sponsor, Directors and Officers in the Business Combination” in the joint proxy statement/ information statement/prospectus for a further discussion.

Compensation Received by the Sponsor and other Parties

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Current Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by SPAC to the Current Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

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There are currently no specified circumstances or arrangements under which the Current Sponsor, its affiliates, and promoters, directly or indirectly, could transfer ownership of securities of IWAC, or that could result in the surrender or cancellation of such securities. However, if additional investors participate through a financing, there may be arrangements where certain holders of IWAC Securities sell or transfer some of their securities to the investors.

Because the Sponsor acquired the Founder Shares at a nominal price, our Public Shareholders will incur an immediate and substantial dilution upon the closing of this offering and would incur additional dilution upon the exercise of warrants held by the Current Sponsor and its affiliates.

For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of such interests held by the Current Sponsor, IWAC’s directors and officers and their respective affiliates, see the following sections in the accompanying joint proxy statement/information statement/prospectus:

IWAC’s units, ordinary shares, and warrants are quoted on the OTC Markets under the symbols “WELUF,” “WELNF,” and “ WELWF,” respectively and shares of Btab’s common stock are quoted on the OTC Markets Group, Inc. Pink tier under the symbol “BBTT.” Btab began trading under this ticker symbol on June 5, 2023, following a name change from American Seniors Association Holding Group, Inc. There will be no IWAC Units nor any NYSE listing of IWAC Units following the consummation of the Business Combination. The parties anticipate that, following the Business Combination, the Pubco Class A Shares and the Pubco Public Warrants will be listed on Nasdaq under the symbols “BTAB” and “BTABW” respectively.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this joint proxy statement/information statement/prospectus. Any representation to the contrary is a criminal offense.

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INTEGRATED WELLNESS ACQUISITION CORP

1441 Broadway FL 6

New York, NY 10018

(917) 397-7625

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON          , 2025

TO THE SHAREHOLDERS OF INTEGRATED WELLNESS ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Integrated Wellness Acquisition Corp, a Cayman Islands exempted company (“IWAC”), will be held at a.m. Eastern Time, on, 2025, at the office of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, New York 10105. You can participate in the Extraordinary General Meeting and vote your shares electronically via live webcast by visiting with the password of and entering the voter control number included on your proxy card. You will not be required to attend the Extraordinary General Meeting in person in order to vote, and IWAC encourages virtual participation. You are cordially invited to attend the Extraordinary General Meeting via the live webcast noted above, which will be held for the purposes of considering and voting upon, and if thought fit, passing and approving the following resolutions:

These foregoing items of business are described in the accompanying joint proxy statement/ information statement/prospectus, which IWAC encourages you to read in its entirety before voting. Only holders of record of IWAC Ordinary Shares at the close of business on [ ], 2025 (the “Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting.

After careful consideration, the IWAC Board has determined that the proposals are fair to and in the best interests of IWAC and its shareholders and unanimously recommends that you vote or give instruction “FOR” the NTA Proposal, “FOR” the Domestication Proposal “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Advisory Proposals, “FOR” the Incentive Plan Proposal “FOR” each of the director nominees set forth in the Director Election Proposal and, if presented at the Extraordinary General Meeting, “FOR” the Adjournment Proposal.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by IWAC’s shareholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal (collectively, the “Required Proposals”). Each of these proposals is more fully described in the accompanying joint proxy statement/ information statement/prospectus, which IWAC encourages you to read carefully and in its entirety before voting.

Each of the NTA Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal will not be presented to IWAC shareholders at the Extraordinary General Meeting.

Each of the Organizational Documents Advisory Proposals and the Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying joint proxy statement/ information statement/prospectus.

The Prior Sponsor and Current Sponsor (collectively, the “Sponsors”) have agreed to vote their shares in favor of the Business Combination Proposal and has also indicated that they intend to vote their shares in favor of all other proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsors collectively held approximately 70.8% of the outstanding IWAC ordinary shares.

Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read the joint proxy statement/information statement/prospectus (and any documents incorporated into the joint proxy statement/information statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

IWAC’s board of directors (the “IWAC Board”) formed a special committee (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the IWAC Board whether to pursue the Business Combination and, if so, on what terms and conditions.

After careful consideration, the IWAC Board, based in part on the unanimous recommendation of the Special Committee, has unanimously approved IWAC’s entry into the Business Combination Agreement and the Business Combination. The IWAC Board also determined that each of the proposals described in the joint proxy statement/information statement/prospectus is fair, advisable and in the best interests of IWAC and its shareholders and recommends that you vote or give instruction to vote “FOR” each of these Proposals.

The existence of financial and personal interests of IWAC’s Current Sponsor, directors and officers may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of IWAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of IWAC’s Current Sponsor, Directors and Officers in the Business Combination” in the joint proxy statement/information statement/prospectus for a further discussion.

Under the Business Combination Agreement, the approval of each of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal (each, a “Required Proposal”) is a condition to the consummation of the Business Combination. If IWAC shareholders do not approve each of the Required Proposals, the Business Combination may not be consummated.

In connection with IWAC’s initial public offering of units (the “IPO”), on October 26, 2021, the Prior Sponsor and IWAC officers and directors, and later, the Current Sponsor, entered into the Insider Letter (as defined herein), pursuant to which they agreed, among other things, to vote their IWAC Class B ordinary shares purchased prior to the IPO (“founder shares”), as well as any IWAC ordinary shares sold in the IPO (“Public Shares”) purchased by them during or after the IPO, as well as any IWAC Class A ordinary shares issued or issuable upon the conversion of the founder shares, if any, in favor of IWAC’s initial business combination. Additionally, in connection with the execution of the Original BCA, on May 30, 2024, the Current Sponsor, IWAC and Btab and other holders of IWAC Class B ordinary shares entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which, in order to induce Btab to enter into the Business Combination Agreement and for no additional consideration, the Current Sponsor and certain other holders of IWAC Class B ordinary shares agreed to (a) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Domestication and the Mergers), (b) waive any adjustment to the conversion ratio set forth in the governing documents of IWAC and any other anti-dilution or similar protection with respect to their shares and (c) seek to amend the lock-up period in the Insider Letter to reduce it to 180 days; which Sponsor Letter Agreement shall be amended to approve the additional transactions contemplated by the Business Combination Agreement.

Pursuant to IWAC’s Existing Organizational Documents, a holder of Public Shares (“Public Shareholder”) may request that IWAC redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. For the purposes of Article 49.5 of the Existing Organizational Documents and the Cayman Islands Companies Act (As Revised), the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in the joint proxy statement/ information statement/prospectus relating to the Business Combination shall be interpreted accordingly. IWAC shareholders will be entitled to receive cash for any Public Shares to be redeemed only if such holders:

Holders of Units must elect to separate the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal.

If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to IWAC to pay its taxes, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of February 28, 2025, this would have amounted to approximately $12.14 per Public Share. If a Public Shareholder exercises its redemption rights, such holder will be exchanging its redeemed Public Shares for cash and will no longer own such shares, but will continue to hold any warrants that were part of IWAC Units issued in the IPO. See “The Extraordinary General Meeting — Redemption Rights” in the joint proxy statement/information statement/prospectus for a detailed description of the procedures to be followed by holders of Public Shares who wish to redeem such Public Shares for cash in connection with the Business Combination.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of such 15% limit would not be redeemed for cash.

The obligations of IWAC, Merger Sub and Btab to consummate the Mergers are subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, (i) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated, (ii) the absence of any governmental order or law restraining, prohibiting or making illegal the consummation of the Business Combination, (iii) the approval of IWAC’s shareholders of the Required Proposals, (iv) the approval of Btab’s shareholders of the Business Combination Agreement and the Business Combination (including the Mergers), (v) the effectiveness of the registration statement of which this joint proxy statement/ information statement/prospectus forms a part under the Securities Act of 1933, as amended (the “Securities Act”), and (vi) IWAC having at least $5,000,001 of net tangible assets as of immediately after the Effective Time.

The obligation of IWAC and the Merger Subs to consummate the Business Combination is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Btab being true and correct to the standards applicable to such representations and warranties, (ii) each of the covenants of Btab required to be completed at or prior to the Closing having been performed or complied with in all material respects, (iii) the absence of a Company Material Adverse Effect, (iv) the Btab Reorganization being completed, and (v) the delivery of customary closing certificates and transaction documents.

The obligation of Btab to consummate the Business Combination is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of IWAC and the Merger Subs being true and correct to the standards applicable to such representations and warranties, (ii) each of the covenants of IWAC required to be completed at or prior to the Closing having been performed or complied with in all material respects, (iii) the approval by the NSYE of the listing of the IWAC Class A Common Shares to be issued in connection with the Mergers, (iv) the Domestication having been consummated on the Closing Date prior to the Effective Time, and (v) the delivery of customary closing certificates and transaction documents.

Concurrently with the execution of the Original BCA, each of Binson Lau and Btab Group Pty Ltd., (collectively, the “Significant Btab Shareholders”) delivered to IWAC a shareholder support agreement (each a “Shareholder Support Agreement”), pursuant to which, among other things, each such Significant Company Shareholder agreed to (a) support and vote in favor of the Business Combination Agreement, the ancillary documents to which Btab is or will be a party and the transactions

contemplated thereby (including the Mergers) and (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing; which Shareholder Support Agreement shall be amended to include Pubco as a party and to approve the additional transactions contemplated by the Business Combination Agreement.

Concurrently with the Closing, IWAC shall enter into a lock-up agreement (each a “Lock-Up Agreement”) with each Significant Btab Shareholder, representing 38.9% of the Btab shares in the aggregate. Pursuant to the Lock-Up Agreement, with respect to the shares received as consideration in the Business Combination (the “Restricted Securities”), each Significant Btab Shareholder shall agree not to, during the period commencing from the Closing, ending on the earliest of (x) the date that is 180 days after the Closing Date, (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange asset acquisition, share repurchase, recapitalization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Pubco’s public stockholders having the right to exchange their shares of Pubco common stock for cash, securities or other property and (z) the date on which the closing sale price of the Pubco Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing.

All IWAC shareholders as of the Record Date are cordially invited to attend the Extraordinary General Meeting. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of IWAC Ordinary Shares, you may also cast your vote via Internet or telephone. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the proposals.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. IWAC looks forward to your continued support.

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IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD IWAC CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING IWAC CLASS A ORDINARY SHARES AND WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR IWAC CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS JOINT PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS. IF THE TRANSACTION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE JOINT PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

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TABLE OF CONTENTS

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ABOUT THIS JOINT PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS

This joint proxy statement/information statement/prospectus, which forms a part of a registration statement on Form S-4 filed with the SEC, an information statement of Btab, and constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) up to 32,653,908 Pubco Class A Shares, (2) 12,600,000 Pubco Warrants and (3) 12,600,000 Pubco Class A Shares, issuable pursuant to the exercise of Pubco Warrants, in connection with the Business Combination. This document also constitutes a proxy statement of IWAC under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of IWAC’s shareholders to consider and vote upon the proposals to adopt the NTA Proposal (as described below), to adopt the Business Combination Proposal (as described below), to adopt the Charter Proposal (as described below), to adopt the Organizational Documents Advisory Proposals (as described below), to adopt the Director Election Proposal (as described below), and, if necessary, to adopt the Adjournment Proposal (as described below).

This joint proxy statement/information statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

MARKET, INDUSTRY AND OTHER DATA

This joint proxy statement/information statement/prospectus contains estimates, projections and other information concerning Btab’s industry, including market size and growth of the markets in which it participates, that are based on industry publications, reports and forecasts prepared by its management. In some cases, Btab does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. The industry in which Btab operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

The sources of certain statistical data, estimates, and forecasts contained in this joint proxy statement/ information statement/prospectus include independent industry reports from Frost & Sullivan, a third-party research firm commissioned by Btab.

Certain estimates of market opportunity, including internal estimates of the addressable market for Btab and forecasts of market growth, included in this joint proxy statement/information statement/ prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this joint proxy statement/information statement/prospectus relating to the size of Btab’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market Btab estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this joint proxy statement/information statement/prospectus, Btab’s business could fail to successfully address or compete in such markets, if at all. The Registrant and Co-Registrant are responsible for the contents of the prospectus, and both believe that there is a reasonable basis for the reliability and accuracy of the estimates, assumptions and information included therein.

Certain monetary amounts, percentages and other figures included in this joint proxy statement/ information statement/prospectus have been subject to rounding adjustments. Certain other amounts that appear in this joint proxy statement/information statement/prospectus may not sum due to rounding.

SELECTED DEFINITIONS

When used in this joint proxy statement/information statement/prospectus, unless the context otherwise requires:

“Adjournment Proposal” means the proposal to consider the adjournment of the Extraordinary General Meeting, if necessary or desirable in the determination of the IWAC Board.

“Aggregate Class A Share Consideration” means the merger consideration to be issued by Pubco, in the form of 24,900,000 Pubco Class A Shares.

“Aggregate Class V Share Consideration” means the merger consideration to be issued by Pubco, in the form of 100,000 Pubco Class V Shares.

“Btab” means Btab Ecommerce Group, Inc., a Georgia corporation.

“Btab Board” means Btab’s board of directors.

“Btab Common Shares” means the outstanding shares of Btab common stock, $0.001 per share.

“Btab Preferred Shares” means the outstanding shares of Btab preferred stock, $0.001 per share.

“Btab Shareholders” means the shareholders of Btab prior to the Company Merger Effective Time.

“BTIG” means BTIG, LLC, the underwriter of the IPO.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Amended and Restated Business Combination Agreement, dated as of August 26, 2024, by and among IWAC, Btab, Pubco, Purchaser Merger Sub, Company Merger Sub, and acknowledging and agreeing solely with respect to Section 2.1(a)(ii) thereof, Binson Lau, in the form appended to this joint proxy statement/information statement/prospectus as Annex A, as the same may be further amended, modified, supplemented or waived from time to time in accordance with its terms.

“Business Combination Proposal” means the proposal to approve, by ordinary resolution, assuming the Domestication Proposal is approved and adopted, the adoption of the Business Combination Agreement and the terms and performance of the transactions contemplated thereby, including the Business Combination.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Charter Extension Amendment” means amendments, supplements, restatements or modifications to, or waive any provisions of, the Trust Agreement, Warrant Agreement or the governing documents of IWAC, Merger Sub or any of their Subsidiaries (other than in connection with an extension of IWAC’s deadline to complete its initial Business Combination in accordance with Purchaser’s Governing Documents).

“Charter Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve the amendment and restatement of the Existing Organizational Documents by their replacement with the Proposed Charter and the Proposed Bylaws.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination occurs.

“Company Merger Sub” means IWAC Company Merger, Sub Inc., a Georgia corporation and a wholly- owned subsidiary of Pubco.

“Current Sponsor” means Suntone Investment Pty Ltd, an Australian proprietary limited company.

“December 2023 Meeting” means the extraordinary general meeting of IWAC shareholders held on June 2, 2023 to extend the date by which IWAC has to consummate an initial business combination from June 13, 2023 to December 13, 2023 to December 13, 2024 (or such earlier date as determined by IWAC’s board of directors in its sole discretion).

“December 2024 Meeting” means the extraordinary general meeting of IWAC shareholders in lieu of an annual general meeting of shareholders held on December 11, 2024 to extend the date by which IWAC has to consummate an initial business combination from December 13, 2026 to December 15, 2025 (or such earlier date as determined by the IWAC Board in its sole discretion).

“dollars” or “$” means U.S. dollars.

“Domestication” means the deregistration of IWAC out of the Cayman Islands so as to continue, re- domicile as and become a Delaware corporation pursuant to the Cayman Islands Companies Act and the applicable provisions of the DGCL, with the ordinary shares of IWAC becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Interim Charter (in the form appended hereto as Annex B, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms) consistent with the DGCL and changing the name and registered office of IWAC.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of IWAC, as currently in effect, and as the same may be amended, modified, supplemented or waived from time to time in accordance with its term and the laws of the Cayman Islands.

“Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of IWAC to be held on           , 2025 at                , Eastern Time, to vote on the proposals.

“founder shares” means the IWAC Class B ordinary shares.

“First Charter Amendment” means the amendment of IWAC’s amended and restated memorandum and articles of association at the June 2023 Meeting to extend the date by which IWAC has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by IWAC’s board of directors in its sole discretion).

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Incentive Plan” means the Pubco 2025 Omnibus Incentive Plan, substantially in the form appended to this joint proxy statement/information statement/prospectus as Annex F, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Incentive Plan Proposal” means the proposal to be considered at the Extraordinary General Meeting to approve and adopt the Incentive Plan.

“Insider Letter” means the letter agreement dated December 8, 2021, by and among IWAC, the Prior Sponsor, and certain officers and directors of IWAC pursuant to which, among other things, the parties thereto agreed to vote all of the IWAC ordinary shares held by them in favor of any business combination presented to them and not to redeem any public shares held by them in connection therewith.

“IPO” means IWAC’s initial public offering of its units, public shares and warrants pursuant to the IPO registration statement, completed on December 13, 2021.

“IWAC” means Integrated Wellness Acquisition Corp, a blank check Cayman Islands exempted company.

“IWAC Board” means IWAC’s board of directors.

“IWAC Class A ordinary shares” means the issued and outstanding Class A ordinary shares, par value $0.0001 per share, of IWAC.

“IWAC Class B ordinary shares” means the issued and outstanding Class B ordinary shares, par value $0.0001 per share, of IWAC.

“IWAC Common Shares” means the shares of Class A common stock, par value $0.0001 per share and shares of Class V common stock, par value $0.0001 per share, of IWAC following the Domestication.

“IWAC Class A common shares” means the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of IWAC following the Domestication.

“IWAC Class V common shares” means the issued and outstanding shares of Class V common stock, par value $0.0001 per share, of IWAC following the Domestication.

“IWAC ordinary shares” or “Ordinary Shares” means the IWAC Class A ordinary shares and IWAC Class B ordinary shares.

“IWAC Units” or “Units” means the units sold by IWAC in its IPO, consisting of one IWAC Class A ordinary share and one half of one Warrant.

“IWAC Private Warrants” means the outstanding private warrants of IWAC, issued in a private placement in connection with the IPO.

“IWAC Public Warrants” means the outstanding public warrants of IWAC, issued as part of the IWAC Units in the IPO.

“IWAC warrants” or “Warrants” means the IWAC Public Warrants and the IWAC Private Warrants.

“June 2023 Meeting” means the extraordinary general meeting of IWAC shareholders held on June 2, 2023 to extend the date by which IWAC has to consummate an initial business combination from June 13, 2023 to December 13, 2023 (or such earlier date as determined by IWAC’s board of directors in its sole discretion).

“NYSE” means the New York Stock Exchange.

“Organizational Documents Advisory Charter Proposals” means the non-binding advisory proposals to take effect upon the Closing Date if the Charter Proposal is approved by the IWAC shareholders at the Extraordinary General Meeting.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Pubco” means, IWAC Holding Company Inc., a Delaware corporation.

“Pubco Board” means the board of directors of Pubco.

“Pubco Class A Shares” or “Pubco Class A Common Shares” means the issued and outstanding shares of Class A common stock, par value $0.0001 per share, of Pubco.

“Pubco Class V Shares” or “Pubco Class V Common Shares” means the issued and outstanding shares of Class V common stock, par value $0.0001 per share, of Pubco.

“Pubco common stock” or “Pubco Common Shares” means the Pubco Class A Shares and the Pubco Class V Shares.

“Public Share” means IWAC Class A ordinary shares issued in its IPO.

“Public Shareholder” means holders of Public Shares.

“Purchaser Merger Sub” means IWAC Purchaser Merger Sub II Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.

“Prior Sponsor” means IWH Sponsor LP, who was the sponsor at the time of the IPO.

“Proposed Bylaws” means the bylaws, to be adopted by IWAC upon Domestication, which shall be bylaws of Pubco after the Closing, in the form appended to this joint proxy statement/information statement/ prospectus as Annex E, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Proposed Charter” means the Certificate of Incorporation, to be adopted by Pubco upon the Closing, provided that the Charter Proposal is approved by the IWAC shareholders at the Extraordinary General Meeting, in the form appended to this joint proxy statement/information statement/prospectus as Annex A, as the same may be amended, modified, supplemented or waived from time to time in accordance with its terms.

“Proposed Organizational Documents” means the Proposed Charter and the Proposed Bylaws.

“Public Shares” means the IWAC Class A ordinary shares underlying the units issued in the IPO.

“Record Date” means [ ], 2025, the date for determining the IWAC shareholders entitled to receive notice of and vote at the Extraordinary General Meeting.

“redemption rights” means the rights of the public shareholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Existing Organizational Documents and this joint proxy statement/information statement/prospectus.

“Required Proposals” means the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Charter Amendment” means the amendment of IWAC’s amended and restated memorandum and articles of association at the December 2023 Meeting to extend the date by which IWAC has to consummate an initial business combination from December 13, 2023 to December 13, 2024 (or such earlier date as determined by IWAC’s board of directors in its sole discretion).

“Securities Act” means the Securities Act of 1933, as amended.

“Special Committee” means the Special Committee of the IWAC Board, composed of Suren Ajjarapu, a director and the chief executive officer of IWAC, Matthew Malriat, a director and the chief financial officer of IWAC and Donald Fell and Michael Peterson, both of whom are independent directors of IWAC.

“Sponsor Letter Agreement” means the Sponsor Letter Agreement, dated as of May 30, 2024, by and among IWAC, the Current Sponsor and Btab and other holders of IWAC Class B ordinary shares, pursuant to which the Current Sponsor and certain other holders of IWAC Class B ordinary shares agreed to vote its ordinary shares in favor of all of the proposals.

“Third Charter Amendment” means the amendment of IWAC’s amended and restated memorandum and articles of association at the December 2024 Meeting to extend the date by which IWAC has to consummate an initial business combination from December 13, 2024 to December 15, 2025 (or such earlier date as determined by IWAC’s board of directors in its sole discretion).

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account of IWAC which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of December 8, 2021, by and between IWAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental Stock Transfer & Trust Company.

“Underwriting Agreement” means that certain underwriting agreement, dated as of December 8, 2021, by and between IWAC and the BTIG.

“U.S. Holder” means a beneficial owner of IWAC ordinary shares that is for U.S. federal income tax purposes: (a) an individual citizen or resident of the United States; (b) a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or (d) a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

“Warrant Agent” means Continental Stock Transfer & Trust Company.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The following are answers to certain questions that you may have regarding the Business Combination and the Meeting. We urge you to carefully read the remainder of this joint proxy statement/information statement/ prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this joint proxy statement/information statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:WHAT IS THE BUSINESS COMBINATION?

Q:WHY AM I RECEIVING THIS DOCUMENT?

The Business Combination cannot be completed unless IWAC’s shareholders approve each of the Required Proposals set forth in this joint proxy statement/information statement/prospectus. Information about the Extraordinary General Meeting, the Business Combination and the other business to be considered by shareholders at the Extraordinary General Meeting is contained in this joint proxy statement/information statement/prospectus.

This document constitutes a proxy statement of IWAC, an information statement of Btab and a prospectus of Pubco. It is a proxy statement because the board of directors of IWAC is soliciting proxies using this joint proxy statement/information statement/prospectus from its shareholders. It is an information statement to inform Btab stockholders the adoption of a resolution by written consent by the holders of Btab to approve the Business Combination. It is a prospectus because Pubco, in connection with the Business Combination, is offering shares of common stock in exchange for IWAC’s outstanding Ordinary Shares and as part of the consideration to be received as part of the Business Combination. See “Proposal Three — The Business Combination Proposal — The Business Combination Agreement — Consideration to be Received in the Mergers.”

Q:WHEN WILL THE BUSINESS COMBINATION BE COMPLETED?

Q:WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

​

QUESTIONS AND ANSWERS ABOUT OUR EXTRAORDINARY GENERAL MEETING

Q:WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

The Business Combination is conditioned upon the approval of the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Director Election Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Organizational Documents Advisory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Q:WHY IS IWAC PROPOSING THE NTA PROPOSAL?

The approval of the NTA Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, will not count as a vote cast at the Extraordinary General Meeting.

Q:WHY IS IWAC PROPOSING THE DOMESTICATION PROPOSAL?

To effect the Domestication, IWAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which IWAC will be domesticated and continue as a Delaware corporation, at which time IWAC will change its name to “Integrated Wellness Acquisition Corp.”

The approval of the Domestication Proposal is a condition to the Closing. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.

Q:WHAT IS INVOLVED WITH THE DOMESTICATION?

Q:HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, WARRANTS AND UNITS?

Q:WHY IS IWAC PROPOSING THE BUSINESS COMBINATION PROPOSAL?

Btab is an e-commerce company that integrates supply chain management, product distribution, and digital commerce solutions to support small businesses in both online and offline retail operations. The company operates a hybrid business model that combines product manufacturing, wholesale distribution, and retail operations with e-commerce platforms and digital marketplace solutions.

Btab sources, manufactures, and distributes a range of furniture, home goods, and food products through both its own production facilities and third-party suppliers. The company supplies products to resellers, wholesalers, and direct customers, supporting their business operations through an integrated commerce infrastructure. The company’s commerce solutions include product supply, marketing platforms, physical showrooms, warehousing, fulfillment coordination, and after-sales support, enabling businesses to operate efficiently and scale their sales channels. Btab facilitates commerce by providing logistics and fulfillment services, including storage, delivery coordination, and pick-up management, to help businesses optimize their distribution strategies. The company also offers marketing and business management tools to support customer engagement, advertising, and brand development. In addition, its after-sales support services, such as exchange coordination and return management, ensure reliability for both resellers and end customers. By leveraging global supplier partnerships and bulk purchasing capabilities, Btab enables businesses to access cost-effective procurement solutions, inventory stability, and a broad range of product offerings. Through its hybrid business model, Btab functions as both a direct supplier and a digital commerce enabler, providing businesses with the necessary tools and infrastructure to manage operations through technology-driven automation and integrated supply chain solutions.

The IWAC Board and the Btab Board have approved the proposed Business Combination.

Based on its due diligence investigation of Btab and the industry in which it operates, including the financial and other information provided by Btab in the course of its negotiations in connection with the Business Combination Agreement, IWAC believes that the Business Combination with Btab will provide IWAC shareholders with an opportunity to participate in the ownership of a company with significant growth potential.

Q:DO I HAVE REDEMPTION RIGHTS?

Notwithstanding the foregoing, a holder of Class A ordinary shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q:WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

Q:HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that IWAC redeem your shares for cash no later than 5:00 p.m., Eastern Time on, 2025 by delivering your share certificates (if any), and other redemption forms to the Transfer Agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Extraordinary General Meeting. Holders of Units must elect to separate the underlying Public Shares and IWAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into underlying Public Shares and Private Warrants, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Any holder of Public Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $14.39 million, or $12.14 per share, as of February 28, 2025). Such amount, including interest earned on the funds held in the Trust Account and not previously released to IWAC to pay its taxes, if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of IWAC’s creditors, if any, which could have priority over the claims of IWAC’s Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Extraordinary General Meeting.

If a holder of Public Shares properly makes a request for redemption and the certificates for the IWAC ordinary shares (if any) along with the redemption forms are delivered as described to the Transfer Agent as described herein, then, if the Business Combination is consummated, IWAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash.

If an IWAC Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Warrants that it may hold. The 5,750,000 retained outstanding IWAC Public Warrants would have had an aggregate value of approximately $115,000 based on the $0.015 quoted price of the IWAC Public Warrants on the OTC on July 1, 2025). If a substantial number of, but not all, Public Shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such Warrants are exercised and additional Pubco Class A Common Shares are issued.

Unless the NTA Proposal is approved, IWAC will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Business Combination, as provided in the Existing Organizational Documents.

The below table shows the anticipated share ownership of various holders of Pubco Class A common stock upon closing of the Business Combination in the no redemption, 50% redemption, 75% redemption, and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of IWAC or Btab, (ii) neither the Sponsor nor any of Btab’s current shareholders purchase Public Shares in the open market, and (iii) no IWAC warrants are exercised.

If the Business Combination is completed not withstanding redemptions, Pubco will have fewer Public Shares outstanding and fewer public stockholders. With fewer Public Shares and public stockholders, the trading market for Pubco Class A Shares may be less liquid than the market for IWAC’s Public Shares was prior to the Business Combination and Pubco may not be able to meet the listing standards for Nasdaq. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Btab’s business will be reduced. See “Risk Factors” for more details.

Dilution

Dilution per share to the original investors in IWAC is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on IWAC’s net tangible book value per share, from the initial public offering price of $10.00 per share paid by original investors in IWAC as set forth as follows under the two redemption scenarios:

For each redemption scenarios, potential dilution results in the amount of non-redeeming shareholders’ interest per share being at least the IPO price per share of $10.00:

The above discussion and table are based on 4,060,481 IWAC Shares outstanding on March 31, 2025, and excludes, as of such date, the following, which are material potential sources of future dilution that are considered improbable by the Company to be effected at or prior to the consummation of the Business Combination:

Q:HOW DOES THE CURRENT SPONSOR INTEND TO VOTE ON THE PROPOSALS?

Q:WHAT CONSTITUTES A QUORUM AT THE EXTRAORDINARY GENERAL MEETING?

Q:WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING?

The Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the IWAC ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by IWAC’s shareholders. Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3% of the aggregate voting power of the IWAC ordinary shares in favor of the Domestication Proposal.

The Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting. IWAC shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If IWAC shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3% of the aggregate voting power of the IWAC ordinary shares in favor of the Business Combination Proposal.

The Charter Proposal: The approval of the Charter Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by IWAC’s shareholders. Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3% of the aggregate voting power of the IWAC ordinary shares in favor of the Organizational Documents Proposal.

The Organizational Documents Advisory Proposals: The approval of any of the Organizational Documents Advisory Proposals require an ordinary resolution under Cayman Islands law but is not required by Cayman Islands law or Delaware law separate and apart from the Charter Proposal, but pursuant to SEC guidance, IWAC is required to submit these provisions to its shareholders separately for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on IWAC or the IWAC Board (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Advisory Proposals (separate and apart from approval of the Charter Proposal). Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3% of the aggregate voting power of the IWAC ordinary shares in favor of the Advisory Charter Proposals.

The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Incentive Plan Proposal is conditioned on the approval of the Domestication Proposal, the Business Combination Proposal, and the Charter Proposal. Therefore, if any of those proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by IWAC’s shareholders. Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3% of the aggregate voting power of the IWAC ordinary shares in favor of the Incentive Plan Proposal.

The Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, and the Charter Proposal. Therefore, if any of those proposals are not approved, the Director Election Proposal will have no effect, even if approved by IWAC’s shareholders. Pursuant to the Sponsor Letter Agreement, the Current Sponsor has agreed to vote shares representing approximately 49.3 % of the aggregate voting power of the IWAC ordinary shares in favor of the Director Election Proposal.

The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Meeting, vote at the Meeting. The Adjournment Proposal is not conditioned upon any other Proposal.

None of the proposals are conditioned on the approval of at least a majority of the unaffiliated security holders of IWAC.

For a complete summary of these transactions, please refer to the section titled “Certain Relationships and Related Party Transactions” and the accompanying Related Party Transactions Table.

Summary of Related Party Transactions

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Compensation Received by the Sponsor and other Parties

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Current Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by SPAC to the Current Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

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Because the Founder Shares were purchased at a nominal price, our Public Shareholders will incur an immediate and substantial dilution upon the Closing, assuming no value is ascribed to the IWAC Public Warrants. See the section titled “Risk Factors — Risks Related to the Business Combination and IWAC — The Sponsors paid nominal consideration for the Founder Shares they hold. As a result, the Current Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by IWAC’s Public Shareholders lose substantial value. For this reason, the Current Sponsor may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of IWAC’s Public Shareholders.”

Certain Other Benefits in the Business Combination

In addition to the interests of IWAC’s insiders in the Business Combination, IWAC shareholders should be aware that of the fact that, pursuant to the Underwriting Agreement, upon consummation of the Business Combination, a deferred underwriting fee equal to $4,025,000 will be payable to BTIG in cash. Accordingly, BTIG has an interest in IWAC completing the Business Combination because, If the Business Combination (or another initial business combination) is not consummated, BTIG will not receive such fee.

Deferred Underwriting Fees

$4,025,000 of the underwriting fee was deferred and conditioned upon completion of an initial business combination. The following table illustrates the effective deferred underwriting fee on a percentage basis for Public Shares in the no redemption and maximum redemption scenarios and is based on the following assumptions: (i) there are no other issuances of equity interests of IWAC or Btab, (ii) neither the Current Sponsor nor any of Btab’s current stockholders purchase IWAC Public Shares in the open market, and (iii) no IWAC warrants are exercised.

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If you are a shareholder of record of IWAC as of the Record Date, you may also cast your vote at the Extraordinary General Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.

“Street name” shareholders who wish to vote at the Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:WHEN AND WHERE IS THE EXTRAORDINARY GENERAL MEETING?

A:The Extraordinary General Meeting will be held on      , 2025, at        local time at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, New York, NY 10105, or such other date, time, and place to which such meeting may be adjourned. You may attend the Extraordinary General Meeting and vote your shares electronically during the Extraordinary General Meeting via live webcast by visiting. You will need the meeting control number that is printed on your proxy card to enter the Extraordinary General Meeting. All IWAC shareholders as of the Record Date, or their duly appointed proxies, may attend the Extraordinary General Meeting.

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals are “non- routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Proposal for which the broker does not have discretionary voting power.

If you are an IWAC shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Incentive Plan Proposal, the Director Proposal or the Adjournment Proposal. Such abstentions and broker non- votes will have no effect on the vote count for any of the proposals.

Q:WHAT IF I ATTEND THE EXTRAORDINARY GENERAL MEETING AND ABSTAIN OR DO NOT VOTE?

If you are an IWAC shareholder that attends the Extraordinary General Meeting and fails to vote on the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Incentive Plan Proposal, the Director Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

Q:WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

Q:MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

If you are a shareholder of record of IWAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Integrated Wellness Acquisition Corp, 1441 Broadway, FL. 6, New York, NY 10018, and it must be received at any time before the vote is taken at the Extraordinary General Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. Eastern time

on,                 2025, or by voting at the Extraordinary General Meeting. Simply attending the Extraordinary General Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your IWAC ordinary shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

[      ]

To obtain timely delivery, IWAC’s shareholders must request the materials no later than five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about IWAC from documents filed with the SEC by following the instructions in the section entitled “Additional Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to the Transfer Agent at least two business days prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/information statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this joint proxy statement/information statement/prospectus, including statements regarding Btab’s, IWAC’s or Pubco’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, Btab’s or IWAC’s expectations concerning the outlook for their or Pubco’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of Pubco as set forth in the sections of this joint proxy statement/information statement/prospectus titled “Proposal Three — The Business Combination Proposal — IWAC’s Board of Directors’ Reasons for Approval of the Business Combination.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Pubco, Btab and IWAC.

The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements contained in this joint proxy statement/information statement/prospectus:

The forward-looking statements contained in this joint proxy statement/information statement/ prospectus are based on current expectations and beliefs concerning future developments and their potential effects on IWAC and/or Btab. There can be no assurance that future developments affecting IWAC and/or Btab will be those that IWAC and/or Btab have anticipated. These statements are based on various assumptions, whether or not identified in this joint proxy statement/information statement/prospectus, and on the current expectations of IWAC’s and Btab’s management and are not predictions of actual performance. These forward-looking statements involve a number of risks, uncertainties, most of which are difficult to predict and many of which are beyond the control of IWAC or Btab, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward- looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the potential business or economic disruptions caused by current and future pandemics, such as the COVID-19 pandemic, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. IWAC and Btab undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals related to the proposed Business Combination contained in this joint proxy statement/information statement/ prospectus, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this joint proxy statement/information statement/prospectus may adversely affect IWAC and/or Btab.

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JOINT PROXY STATEMENT/INFORMATION STATEMENT/PROSPECTUS SUMMARY

This summary highlights selected information from this joint proxy statement/information statement/ prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Mergers, you should read this joint proxy statement/information statement/prospectus, including the annexes and other documents referred to herein, carefully and in their entirety. The Business Combination Agreement is the legal document that governs the Mergers and the other transactions that will be undertaken in connection with the Mergers. The Business Combination Agreement is also described in detail in this joint proxy statement/information statement/ prospectus in the section entitled “Proposal Three — The Business Combination Proposal — The Business Combination Agreement.”

IWAC Company Merger Sub, Inc. (“Company Merger Sub”)

Company Merger Sub is a Georgia corporation and a wholly-owned subsidiary of Pubco. Company Merger Sub does not own any material assets or operate any business. After the consummation of the Business Combination, Company Merger Sub will cease to exist because it will have merged with and into Btab in the Company Merger.

IWAC Holding Company Inc. (“Pubco”)

Pubco is a Delaware corporation and a wholly-owned subsidiary of IWAC. Pubco does not own any material assets or operate any business. Pubco was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Business Combination Agreement.

Pubco will apply for listing, to be effective upon the Closing, of the shares of Pubco Class A Shares and the Pubco Public Warrants on the Nasdaq under the proposed symbols “              ” and “              ”, respectively. Pubco will not have units traded following the consummation of the Business Combination.

Pubco’s principal executive office is located at 1441 Broadway FL. 6, New York, NY 10018, and its telephone is (917) 397-7625.

IWAC Purchaser Merger Sub II Inc. (“Purchaser Merger Sub”)

Purchaser Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Pubco. Purchaser Merger Sub does not own any material assets or operate any business. After the consummation of the Business Combination, Company Merger Sub will cease to exist because it will have merged with and into Btab in the Company Merger.

Btab Ecommerce Group, Inc. (“Btab”)

Btab is an e-commerce company that integrates supply chain management, product distribution, and digital commerce solutions to support small businesses in both online and offline retail operations. The company operates a hybrid business model that combines product manufacturing, wholesale distribution, and retail operations with e-commerce platforms and digital marketplace solutions. Btab sources, manufactures, and distributes a range of furniture, home goods, and food products through both its own production facilities and third-party suppliers. The company supplies products to resellers, wholesalers, and direct customers, supporting their business operations through an integrated commerce infrastructure. The company’s commerce solutions include product supply, marketing platforms, physical showrooms, warehousing, fulfillment coordination, and after-sales support, enabling businesses to operate efficiently and scale their sales channels.

Btab facilitates commerce by providing logistics and fulfillment services, including storage, delivery coordination, and pick-up management, to help businesses optimize their distribution strategies. The company also offers marketing and business management tools to support customer engagement, advertising, and brand development. In addition, its after-sales support services, such as exchange coordination and return management, ensure reliability for both resellers and end customers. By leveraging global supplier partnerships and bulk purchasing capabilities, Btab enables businesses to access cost-effective procurement solutions, inventory stability, and a broad range of product offerings. Through its hybrid business model, Btab functions as both a direct supplier and a digital commerce enabler, providing businesses with the necessary tools and infrastructure to manage operations through technology-driven automation and integrated supply chain solutions.

For the years ended December 31, 2024 and 2023, Btab generated revenues of $5,367,830 and $8,628,160 and reported a net loss of $1,850,259 and $863,284, respectively. Net cash provided in operating activities was $1,120,084 and $ 932,541 for the years ended December 31, 2024 and 2023, respectively. As noted in our consolidated financial statements, we had an accumulated deficit of $5,113,878 and $3,268,734 as of December 31, 2024 and December 31, 2023, respectively. While the Technology and E-commerce services segment did not generate any revenue for the years ended December 31, 2024 and 2023, Btab aspires to be the leading all-in-one platform for small business and independent merchants to build a successful online presence, grow their brands, and effectively manage their business across the globe. Btab’s independent registered public accounting firm have expressed substantial doubt about Btab’s ability to continue as a going concern, as set forth in their opinion included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The Business Combination Agreement

Pre-Closing Recapitalization and Domestication

At least one day prior to the Closing Date, IWAC will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part XII of the Cayman Islands Companies Act (as amended) (the “Cayman Islands Act”) (the “Domestication”). On the Closing Date, prior to the Company Merger Effective Time, Btab will file an amendment to its articles of incorporation (the “Btab Charter Amendment”), which amendment will, among other things, create a new class of voting common stock with 10,000 votes per share, par value $0.001 (“Btab Class V Shares”). After the effectiveness of the filing of the Btab Charter Amendment, but prior to the Company Merger Effective Time, Binson Lau, the Chief Executive Officer of the Btab, who is also the Chairman of the Board of IWAC, shall exchange (x) all of his shares of Btab preferred stock, $0.001 per share (the “Btab Preferred Shares”) plus (y) such number of shares of Btab common stock, par value $0.001 per share (the “Btab Common Shares”), as will result in the issuance to Binson Lau of 100,000 Btab Class V Shares. Upon such exchange, all of the Btab Preferred Shares shall be terminated, extinguished and cancelled in full (the transactions in this paragraph, collectively, the “Btab Reorganization”).

Transaction Consideration

The consideration (the “Transaction Share Consideration”) to be paid to the shareholders of Btab as of immediately prior to the Company Merger Effective Time (the “Btab Shareholders”) for their Btab Common Shares and their Btab Class V Shares shall be an aggregate amount equal to $250,000,000 (the “Equity Value”). The Transaction Share Consideration shall be paid solely by Pubco issuing an aggregate of 25,000,000 new shares of common stock to the Btab Shareholders, consisting of 24,900,000 Pubco Class A Shares (the “Aggregate Class A Share Consideration”) and 100,000 Pubco Class V Common Shares (the “Aggregate Class V Share Consideration”), with each Pubco Class A Share and each Pubco Class V Share valued at $10.00 per share.

At the Purchaser Merger Effective Time, (1) each issued and outstanding IWAC Common Share shall be converted automatically into and thereafter represent the right to receive one Pubco Class A Share and (2) each issued and outstanding IWAC Public Warrant shall be converted into one Pubco Public Warrant, and each outstanding IWAC Private Warrant shall be converted into one Pubco Private Warrant, and each of the Pubco Public Warrants and Pubco Private Warrants (together with Pubco Public Warrants, “Pubco Warrants”) shall have and be subject to substantially the same terms and conditions set forth in the respective IWAC Public Warrants and IWAC Private Warrants, respectively.

At the Company Merger Effective Time, (1) each Company Common Share (other than (x) the Company Common Shares that are Dissenting Shares and (y) treasury shares) issued and outstanding as of immediately prior to the Company Merger Effective Time, shall be automatically canceled and extinguished and converted into the right to receive a number of Pubco Class A Common Shares equal to its Pro Rata Share of the Aggregate Class A Share Consideration, and (2) the Company Class V Shares (other than (x) the Company Class V Shares that are Dissenting Shares and (y) treasury shares) issued and outstanding as of immediately prior to the Company Merger Effective Time, shall be automatically canceled and extinguished and converted into the right to receive the Aggregate Class V Share Consideration. From and after the Company Merger Effective Time, each Company Shareholder’s certificates (the “Company Certificates”) evidencing ownership of the Company Shares and the Company Shares held in book-entry form issued and outstanding immediately prior to the Company Merger Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided for herein or under applicable Law.

Effective upon the Purchaser Merger Effective Time, Pubco will amend and restate its (i) certificate of incorporation in a form reasonably acceptable to the Parties (the “Proposed Charter”) and (ii) bylaws (the “Proposed Bylaws”). The Proposed Charter will reflect the change of the corporate name of Pubco to “BTAB Ecommerce Holdings, Inc.”

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Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) organization and qualification, (ii) capitalization, (ii) authorization to enter into the Business Combination Agreement, (iv) financial statements, (v) absence of undisclosed liabilities, (vi) approvals and permits, (vii) material contracts, (viii) absence of certain changes, (ix) litigation, (x) compliance with laws, (xi) employee plans, (xii) environmental matters, (xiii) intellectual property, (xiv) labor matters, (xv) insurance, (xvi) taxes, (xvii) brokers, (xviii) real and personal property, (xix) transactions with affiliates, (xx) data privacy, (xxi) customers and suppliers, (xxii) anti-corruption laws, (xxiii) SEC filings and (xxiv) information supplied.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses during the period after the date of the Business Combination Agreement and prior to consummation of the Mergers and their respective efforts to consummate the Mergers. The Business Combination Agreement also contains additional covenants of the parties, including, among others, (i) covenants providing for IWAC and Btab to cooperate in the preparation of this a registration statement/proxy statement (required to be filed in connection with the Transactions), (ii) covenants for IWAC to hold a meeting of its shareholders to vote on, among other things, the approval of the Business Combination Agreement and the Mergers, (iii) covenants for Btab to obtain the Shareholder Support Agreements, and (iv) covenants for Btab to obtain and deliver the written consent of the Btab shareholders (the “Btab Shareholder Written Consent”).

Pubco Equity Incentive Plan

Upon the Company Merger Effective Time, Pubco will adopt, subject to the receipt of the requisite approval of IWAC’s shareholders, the Incentive Plan, in the form as IWAC and Btab shall mutually agree, which plan shall reserve for grant thereunder a number of Pubco Class A Shares equal to twenty percent (20%) of Pubco’s post-closing fully diluted equity. The Incentive Plan will also have a customary evergreen provision.

Btab Exclusivity Restrictions

During the period between the date of the Business Combination Agreement and the earlier of (x) the Closing or (y) the termination of the Business Combination Agreement in accordance with its terms, Btab has agreed not to, among other things, (i) solicit, initiate, seek, entertain, encourage (including by means of furnishing or disclosing information), facilitate, endorse, recommend, accept, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (whether formal or informal, written, oral or otherwise) with respect to a Company Acquisition Proposal; (ii) furnish or provide any non-public information or documents to any person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in the Business Combination Agreement); (iii) enter into, participate in or continue in any discussions or negotiations with any third party in connection with or related to, or approve, accept, or enter into any letter of intent, term sheet or Contract or other arrangement or understanding regarding, any Company Acquisition Proposal (as defined in the Business Combination Agreement); (iv) prepare, submit, file or take any steps in connection with a public or other offering or sale of any equity securities of Btab or any of its subsidiaries (or any affiliate, current or future parent entity or successor of Btab or any of its subsidiaries), including making any filings or confidential submissions to the SEC related thereto; (v) consummate any Company Acquisition Proposal or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the items set forth above. As of the date of the Business Combination Agreement, Btab will (A) terminate, and cause each of its parent entities, affiliates and subsidiaries, and its and their representatives to terminate, any and all existing discussions or negotiations with any party other than IWAC and its affiliates regarding a Company Acquisition Proposal, (B) notify IWAC promptly upon receipt of any Company Acquisition Proposal by any Group Company or affiliate or any officer, director, equity holder, employee or other representative, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the persons making such Company Acquisition Proposal) and to provide a copy of any such Company Acquisition Proposal, if extended in writing, and (C) keep IWAC reasonably informed on a current basis of any modifications to such offer or information.

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IWAC Exclusivity Restrictions

During the period between the date of the Business Combination Agreement and the earlier of (x) the Closing or (y) the termination of the Business Combination Agreement in accordance with its terms, IWAC has agreed not to, among other things, (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Purchaser Acquisition Proposal (as defined in the Business Combination Agreement); (ii) furnish or disclose any non-public information to any person in connection with, or that could reasonably be expected to lead to, a Purchaser Acquisition Proposal; (iii) enter into any contract or other arrangement or understanding regarding a Purchaser Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of any IWAC party (or any Affiliate or successor of IWAC); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the items set forth above. IWAC agrees to (a) notify Btab promptly upon receipt of any Purchaser Acquisition Proposal by IWAC, and to describe the material terms and conditions of any such Purchaser Acquisition Proposal in reasonable detail (including the identity of any person or entity making such IWAC Acquisition Proposal) and (b) keep Btab reasonably informed on a current basis of any modifications to such offer or information.

IWAC Change in Recommendation

IWAC is required to include in the Registration Statement/Proxy Statement the recommendation of the IWAC Board to IWAC’s shareholders that they approve the Required Proposals (the “IWAC Board Recommendation”), except in the case of a Change in Recommendation. The IWAC Board shall be permitted to withdraw or modify the IWAC Board Recommendation (a “Change in Recommendation”) if the IWAC Board determines that a failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable law.

Btab PCAOB Financials

Btab agreed to deliver to IWAC, within 60 days after the date of the Business Combination Agreement, its audited and unaudited financial statements, including its PCAOB audited financial statements for the fiscal year end December 31, 2024 and its auditor reviewed financial statements for the fiscal quarter ended March 31, 2025.

Conditions to Each Party’s Obligations

The obligations of IWAC, Merger Sub and Btab to consummate the Mergers are subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, (i) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated, (ii) the absence of any governmental order or law restraining, prohibiting or making illegal the consummation of the Business Combination, (iii) the approval of IWAC’s shareholders of the Transaction Proposals, (iv) the approval of Btab’s shareholders of the Business Combination Agreement and the Business Combination (including the Mergers), (v) the effectiveness of the registration statement/proxy statement relating to the Business Combination under the Securities Act, (vi) Pubco having amended and restated its certificate of incorporation in substantially the form of the Proposed Charter; and (vii) IWAC having at least $5,000,001 of net tangible assets.

The obligation of IWAC and the Merger Subs to consummate the Transactions is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of Btab being true and correct to the standards applicable to such representations and warranties, (ii) each of the covenants of Btab required to be completed at or prior to the Closing having been performed or complied with in all material respects, (iii) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement), (iv) the Btab Reorganization being completed, and (v) the delivery of customary closing certificates and transaction documents.

The obligation of Btab to consummate the Transactions is also subject to the satisfaction or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of IWAC and Merger Sub being true and correct to the standards applicable to such representations and warranties, (ii) each of the covenants of IWAC required to be completed at or prior to the Closing having been performed or complied with in all material respects, (iii) the approval by the NYSE of the listing of the Pubco Class A Shares to be issued in connection with the Mergers, (iv) the Domestication having been consummated on the Closing Date prior to the Company Merger Effective Time, and (v) the delivery of customary closing certificates and transaction documents.

If permitted under applicable law, either IWAC or Btab may waive in writing any conditions for the benefit of itself contained in the Business Combination Agreement. If any of the conditions to a party’s obligation to consummate the Mergers is not satisfied or waived in writing by such party, then such party will not be required to consummate the Mergers.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to:

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each as defined in the Business Combination Agreement).

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Organizational Structure

The following diagrams illustrate the ownership structure of IWAC and Btab as of the date of this joint proxy statement/information statement/prospectus.

IWAC Ownership Structure

Btab Ownership Structure

The diagram below depicts a simplified version of Pubco’s organizational structure immediately following the completion of the Business Combination (including voting power percentages, and assuming no redemptions by IWAC’s Public Shareholders).

Post-Closing Structure

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IWAC Extraordinary General Meeting and the Proposals

The Extraordinary General Meeting will be held on, 2025, at, Eastern Time, in virtual format. For the purposes of the Existing Organizational Documents, the physical place of the Extraordinary General Meeting will be at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, New York, New York 10105. You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting by visitingand using the control number that is printed on your proxy card. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying joint proxy statement/information statement/prospectus.

At the Extraordinary General Meeting, IWAC’s shareholders will be asked to approve the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposals, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal (if necessary).

The IWAC Board has fixed the close of business on [ ], 2025 as the Record Date for determining the holders of IWAC ordinary shares entitled to receive notice of and to vote at the Extraordinary General Meeting. As of the Record Date, there were [4,060,481] IWAC ordinary shares outstanding and entitled to vote at the Extraordinary General Meeting. Each IWAC ordinary share entitles the holder to one vote at the Extraordinary General Meeting on each proposal to be considered at the Extraordinary General Meeting. As of the Record Date, the Current Sponsor, the Prior Sponsor and IWAC’s directors and officers and their affiliates owned and were entitled to vote 2,874,500 IWAC ordinary shares, representing approximately 71.0% of the IWAC ordinary shares outstanding on that date. IWAC currently expects that the Current Sponsor, Prior Sponsor and IWAC’s directors and officers will vote their shares in favor of the Proposals and, pursuant to the Insider Letter and the Sponsor Letter Agreement, the Current Sponsor, the Prior Sponsor and directors and officers have agreed to do so. As of the Record Date, Btab did not beneficially hold any IWAC ordinary shares.

The holders of a majority of the issued and outstanding IWAC ordinary shares entitled to vote at the Extraordinary General Meeting must be present, in person or virtually or represented by proxy or if a corporation or other non-natural person, by its duly authorized representative or proxy, at the Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Extraordinary General Meeting.

Approval of the Business Combination Proposal, the Organizational Documents Advisory Proposals, the Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the NTA Proposal, the Domestication Proposal and the Charter Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Business Combination is conditioned upon the approval of the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the NTA Proposal, the Organizational Documents Advisory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Certain Regulatory Approvals

The parties agreed to use their respective reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any governmental authorities or other Persons necessary, proper or advisable to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents. The parties agreed to use their respective reasonable best efforts to promptly obtain all authorizations, approvals, clearances, consents, actions or non-actions of any governmental authority in connection with the applicable filings, applications or notifications. Each party will promptly inform the other parties of any material communication between itself or its representatives and any governmental authority regarding the Business Combination. If a party or any of its affiliates receives any request for supplemental information or documentary material from any governmental authority with respect to the Business Combination, then the party, to the extent necessary and advisable, shall provide a reasonable response to such request as promptly as reasonably practicable.

Date, Time and Place of Extraordinary General Meeting of IWAC’s Shareholders

The Extraordinary General Meeting will be held on                , 2025, at                , Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, New York, New York 10105, or such other date, time, and place to which such meeting may be adjourned. You may attend the Extraordinary General Meeting and vote your shares electronically during the Extraordinary General Meeting via live webcast by visiting                . You will need the meeting control number that is printed on your proxy card to enter the Extraordinary General Meeting.

Voting Power; Record Date

The IWAC Board has fixed the close of business on [          ], 2025 as the Record Date for determining the holders of IWAC ordinary shares entitled to receive notice of and to vote at the Extraordinary General Meeting. As of the Record Date, there were 4,060,481 IWAC ordinary shares, consisting of (i) 1,185,481 Class A ordinary shares and (ii) 2,875,000 Class B ordinary shares, outstanding and entitled to vote. Each IWAC ordinary share is entitled to one vote per share at the Extraordinary General Meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.

Quorum and Vote of IWAC Shareholders

A quorum of IWAC shareholders is necessary to hold a valid meeting of shareholders. The presence, in person or by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the outstanding ordinary shares entitled to vote constitutes a quorum.

Approval of the Business Combination Proposal, the Organizational Documents Advisory Proposals, Incentive Plan Proposal, the Director Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Approval of the NTA Proposal, the Domestication Proposal and the Charter Proposal each requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Of the 4,060,481 IWAC ordinary shares outstanding and entitled to vote, approximately 71.0% are owned and entitled to be voted by the Prior Sponsor, Current Sponsor and IWAC’s directors and executive officers and their affiliates. The Sponsors and IWAC’s directors and executive officers have agreed to vote any IWAC ordinary shares held by it in favor of the transactions contemplated by the Business Combination Agreement.

Redemption Rights

IWAC Appraisal Rights and Dissenters’ Rights

IWAC’s shareholders will not have appraisal rights or dissenters’ rights under Cayman Islands law or otherwise in connection with the Business Combination Proposal or the other proposals.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. IWAC has engaged [ ] to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary General Meeting. A shareholder also may change its vote by submitting a later- dated proxy as described in the section entitled “The Extraordinary General Meeting — Revoking Your Proxy.”

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Because the Founder Shares were initially acquired at a nominal price, our Public Shareholders will incur an immediate and substantial dilution upon the closing of the Business Combination, assuming no value is ascribed to the IWAC Public Warrants. See the section titled “Risk Factors — Risks Related to the Business Combination and IWAC — The Sponsors paid nominal consideration for the Founder Shares they hold. As a result, the Current Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by IWAC’s Public Shareholders lose substantial value. For this reason, the Current Sponsor may have a strong economic incentive to approve and complete the Business Combination, even if the Business Combination arguably may not be in the best interests of IWAC’s Public Shareholders.”