v3.26.1
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
3 Months Ended
Mar. 31, 2026
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS  
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

IWAC Holding Company Inc. (the “Company”) was incorporated under the laws of the State of Delaware on August 8, 2024, and is a wholly owned subsidiary of Integrated Wellness Acquisition Corp., a Cayman Islands exempted company (“IWAC”). The Company and its wholly owned subsidiaries, IWAC Company Merger Sub, Inc., a Georgia corporation (“Company Merger Sub”), and IWAC Purchaser Merger Sub II, Inc., a Delaware corporation (“Purchaser Merger Sub”), were formed for the purpose of effecting mergers with each of IWAC and Btab Ecommerce Group, Inc. (“Btab”), through a series of transactions (the “Business Combination”), pursuant to that certain Amended and Restated Business Combination Agreement, dated August 26, 2024, by and among the Company, Btab, Company Merger Sub, Purchaser Merger Sub and the other parties thereto.

Upon consummation of the Business Combination, IWAC and Btab will each be the surviving entity in its respective merger and each will become a wholly owned subsidiary of the Company, with the Company becoming a publicly listed company whose shares are expected to be traded on Nasdaq.

As of March 31, 2026, the Company had not commenced any operations and had no revenues. All activity from August 8, 2024 (inception) through March 31, 2026 relates to the Company’s formation and activities undertaken in connection with the proposed Business Combination. The Company has selected December 31 as its fiscal year end.

Business Combination Status

On December 8, 2025, IWAC held an extraordinary general meeting of shareholders at which IWAC shareholders approved the transactions contemplated by the Business Combination Agreement. 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 of the date these financial statements were issued, the Business Combination had not been consummated.