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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 333-289035

IWAC HOLDING COMPANY INC.

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(Exact name of registrant as specified in its charter)

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+1 (917) 397-7625

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(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of the date of this Report, there were 1,000 shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

IWAC HOLDING COMPANY INC.

CONDENSED BALANCE SHEETS

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(Expressed in US Dollars except for share and per share data)

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The accompanying notes are an integral part of these unaudited condensed financial statements.

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IWAC HOLDING COMPANY INC.

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CONDENSED STATEMENTS OF OPERATIONS

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(Unaudited)

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(Expressed in US Dollars except for share and per share data)

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The accompanying notes are an integral part of these unaudited condensed financial statements.

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IWAC HOLDING COMPANY INC.

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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(Unaudited)

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(Expressed in US Dollars except for share and per share data)

For the Three Months Ended March 31, 2025

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For the Three Months Ended March 31, 2026

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The accompanying notes are an integral part of these unaudited condensed financial statements.

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IWAC HOLDING COMPANY INC.

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CONDENSED STATEMENTS OF CASH FLOWS

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(Unaudited)

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(Expressed in US Dollars)

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The accompanying notes are an integral part of these unaudited condensed financial statements.

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IWAC HOLDING COMPANY INC.

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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(In U.S. dollars, except for share and per share data)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “us,” “Pubco” or the “Company” refer to IWAC Holding Company Inc. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report and the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Quarterly Report, including statements regarding our future financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other similar expressions, are intended to identify forward-looking statements. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. We 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.

Overview

We are a shell company with no operations and no revenue. We were incorporated in Delaware on August 8, 2024 as a wholly owned subsidiary of Integrated Wellness Acquisition Corp. (“IWAC”) for the purpose of effecting the proposed Business Combination with Btab Ecommerce Group, Inc. (“Btab”). Our activities since inception have been limited to organizational matters, activities in connection with the proposed Business Combination, and satisfying our reporting obligations under Section 15(d) of the Exchange Act.

Recent Developments

On March 12, 2026, IWAC’s shareholders approved amendments to IWAC’s Amended and Restated Memorandum and Articles of Association extending the date by which IWAC must consummate an initial business combination from March 16, 2026 to September 16, 2026, or such earlier date as determined by IWAC’s Board of Directors. As a result of the approved extension, additional time is available to complete the proposed Business Combination with Btab. As of the date of this Quarterly Report, the Business Combination has not been consummated.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. We do not expect to generate any operating revenues until after the completion of the Business Combination, if consummated.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

For the three months ended March 31, 2026, we had a net loss of $5,200, compared to $0 net loss for the three months ended March 31, 2025. The net loss in the current period consisted of general and administrative expenses, primarily professional fees, audit fees, and compliance costs incurred on our behalf by IWAC.

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, we had cash of $1 and a working capital deficit of $72,431, compared to cash of $1 and a working capital deficit of $67,231 as of December 31, 2025. We have funded our operations since inception through the payment of costs on our behalf by IWAC, which amounts are recorded as due to related party on our condensed balance sheets.

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We have no committed sources of liquidity. We expect to continue to incur costs in connection with the proposed Business Combination and our public company reporting obligations. Our ability to continue as a going concern is dependent upon the continued financial support of IWAC and related parties and the consummation of the Business Combination. These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year from the date these financial statements are issued. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.

Critical Accounting Policies and Estimates

Given our limited activities, our critical accounting policies primarily relate to the accounting for income taxes and related party transactions. There have been no material changes to our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements

See Note 3 to the unaudited condensed financial statements included elsewhere in this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also serves as our Chief Financial Officer (the “Certifying Officer”), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting described in our Annual Report on Form 10-K for the year ended December 31, 2025, which continue to exist as of March 31, 2026.

The material weaknesses previously identified relate to: (i) the lack of backup personnel in key approval processes related to financial transactions and reporting, as most reviews and approvals are performed by the Senior Finance Manager and the Company does not have a separate Chief Financial Officer; (ii) formal approvals for journal entries not being consistently recorded in the accounting system, and management’s ability to independently modify entries during review without secondary authorization; (iii) audit logs not being reviewed in a timely manner and system limitations allowing manual entry and deletion of journal entries; and (iv) insufficient U.S. GAAP expertise and a lack of a strong internal control framework.

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Remediation Plan

Management intends to implement remediation steps to improve our internal controls, including engaging an external internal control reviewer to review, strengthen and document the internal control policies and procedures of the Company; enhancing the size and composition of our board upon the closing of the Business Combination; identifying third-party professionals with whom to consult regarding complex accounting applications; considering additional staff with the requisite experience and training to supplement existing accounting resources; and implementing additional layers of review in the financial close process, including procedures designed to ensure the timely preparation and filing of periodic reports.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in legal proceedings relating to claims arising in the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on May 28, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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