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The Current Sponsor is controlled by its sole member, Jiang Hui Bao. Jiang Hui Bao has voting and dispositive power over 2,000,000 IWAC Ordinary Shares and 4,795,000 IWAC Private Warrants.

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the Business Combination, against the Business Combination or do not vote in relation to the Business Combination. Any Public Shareholder may request redemption of their Public Shares for a per- share price, payable in cash, equal to the aggregate amount then on deposit in 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. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, 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” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more 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 that 15% limit would not be redeemed for cash.

IWAC’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.

IWAC shareholders will be entitled to receive cash for any Public Shares to be redeemed only if such holders:

(ii)prior to 5:00 p.m., Eastern Time, on, 2025, (a) submit a written request to the transfer agent that IWAC redeem such Public Shares for cash and (b) deliver share certificates for such Public Shares (if any) to the transfer agent, physically or electronically through DTC.

Any request to redeem Public Shares, once made, may be withdrawn at any time, with IWAC’s consent, until the closing of the Business Combination. If IWAC receives valid redemption requests from holders of Public Shares prior to the redemption deadline, IWAC may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. IWAC may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of Public Shares delivered its Public Shares for redemption to the transfer agent and decides within the required timeframe not to exercise its redemption rights, it may request that the transfer agent return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this joint proxy statement/information statement/prospectus.

If the Business Combination is not approved or completed for any reason, then IWAC’s Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, IWAC will promptly return any shares previously delivered by public holders.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares. You will be entitled to receive cash for your Public Shares only if (a) you properly exercise your right to redeem the Public Shares that you will hold upon the Domestication, no later than the close of the vote on the Business Combination Proposal, and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time, on              , 2025, and (b) the Business Combination is consummated.

In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination, Public Shareholders must properly exercise their right to redeem the Public Shares that you will hold upon the Domestication no later than the close of the vote on the Business Combination Proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time on              , 2025. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of the Existing Organizational Documents of IWAC and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in this joint proxy statement/information statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Business Combination, Public Shareholders who properly exercised their redemption rights in respect of their Public Shares shall be paid.

Public Shareholders who redeem their shares may continue to hold any warrants they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (i) all redeeming Public Shareholders acquired units in the IPO and continue to hold the warrants that were included in the units, and (ii) maximum redemptions of the ordinary shares held by the redeeming Public Shareholders, 5,750,000 warrants would be retained by redeeming Public Shareholders with a value of approximately $115,000 based on the $0.015 quoted price of the IWAC Public Warrants on the OTC on July 1, 2025. As a result, the redeeming Public Shareholders would recoup their entire investment and continue to hold warrants with an aggregate market value of approximately $115,000, while non-redeeming Public Shareholders would suffer additional dilution in their percentage ownership and voting interest in Pubco upon exercise of the warrants held by redeeming Public Shareholders.

Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. However, unless the NTA Proposal is approved, the Business Combination will not be consummated if redemptions would cause IWAC to not have at least US$5,000,001 in net tangible assets immediately prior to, or upon such consummation of the Business Combination.

With fewer Public Shares and public stockholders, the trading market for Pubco Class A Shares may be less liquid than the market for the IWAC Class A ordinary shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Btab’s business will be reduced.

Additionally, pursuant to our Existing Organizational Documents, our Public Shareholders will also have the right to redeem their shares if we amend our Existing Organizational Documents to extend the time period in which we have to consummate our initial business combination.

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