The Board reviewed multi-year financial forecasts prepared by Btab’s management, which projected significant revenue and margin expansion through 2028. These forecasts incorporated assumptions regarding reseller onboarding, monetization of platform tools, and geographic expansion

De-SPAC, Board Determination, Unaffiliated Party Documents Considered [Text Block]

The IWAC Board received a fairness opinion from Mentor Group as to the fairness, from a financial point of view, to IWAC’s public shareholders. For additional information, please see the section entitled “Proposal Three — The Business Combination Proposal — Opinion of Mentor Group, as Financial Advisor to the IWAC Board

De-SPAC, Board Determination, Other Factors Considered [Text Block]

The Special Committee and the IWAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

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Macroeconomic Risks. Macroeconomic uncertainty, including fluctuations in interest rates, inflation, exchange rates, and GDP growth. These factors can impact consumer spending, supply chain stability, and overall market demand for Btab’s products and services. For Btab, post-Closing, such risks could lead to challenges in revenue generation, increased operational costs, and disruptions to supply chains. Prolonged economic uncertainty could also affect Btab’s ability to execute its business plan, secure financing, or achieve projected growth, underscoring the importance of robust risk mitigation strategies;

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Redemption Risk. The potential that a significant number of IWAC shareholders elect to redeem their shares in connection with the consummation of the Business Combination and pursuant to IWAC’s Current Articles, which would potentially make the Business Combination more difficult to complete, including because redemptions may make it more challenging for Pubco to satisfy applicable exchange listing requirements at or immediately following the Closing;

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Shareholder Vote. The risk that IWAC’s shareholders may fail to provide the votes necessary to effect the Business Combination;

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Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within IWAC’s control;

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Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination; as of the date of this joint proxy statement/information statement/prospectus, no such litigation has been initiated;

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Listing Risks. The challenges associated with preparing Btab, a private entity, for the applicable disclosure and listing requirements to which Btab will be subject as a publicly traded company on the NYSE (or, to the extent applicable, another exchange);

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Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

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Liquidation of IWAC. The risks and costs to IWAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in IWAC being unable to effect a business combination within the applicable time frame or to obtain shareholder approval for a further extension thereof;

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Growth Initiatives May Not be Achieved. The risk that Btab growth initiatives may not be fully achieved or may not be achieved within the expected timeframe;

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Board and Independent Committees. The risk that the board of directors and independent committees of Pubco do not possess adequate skills set within the context of Btab operating as a public company;

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IWAC Shareholders Receiving a Minority Position in Btab. The risk that IWAC shareholders will hold a minority position in Btab;

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Fees and Expenses and Time Risk. The fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

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Projections or Forecasts. The risk that any projections/forecasts provided by Btab may not be realized as expected or on the timelines presented;

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Other Risk Factors. Various other risk factors associated with the business of Btab, as described in the section entitled “Risk Factors” appearing elsewhere in this joint proxy statement/information statement/prospectus.

De-SPAC, Board Determination, Unaffiliated Representative [Line Items]

Majority of Nonemployee Directors Retained an Unaffiliated Representative to Prepare a Report Concerning the de-SPAC Transaction [Flag]

false

De-SPAC Transaction was Approved By Majority of Nonemployee Directors of the SPAC [Flag]

true