UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2025
INTEGRATED WELLNESS ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41131 |
|
98-1615488 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1441 Broadway, 6th Floor
New York, NY 10018
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (917) 397-7625
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
Item 7.01 Regulation FD Disclosure.
On December 17, 2025, Integrated Wellness Acquisition
Corp, a Cayman Islands exempted company with limited liability (the “Company”), announced that its shareholders had
approved the Company’s previously announced business combination (the “Business Combination”) with Btab
Ecommerce Group, Inc., (OTC: BBTT) (“Btab”), a global e-commerce and technology company. The closing of the Business
Combination is subject to the satisfaction or waiver of various closing conditions, including but not limited to obtaining applicable
exchange listing approvals for the combined company and requisite financing to fulfill applicable listing requirements.
The information in this Item 7.01, including Exhibit
99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or
the Exchange Act, regardless of any general incorporation language in such filings.
No Offer Or Solicitation
This Current Report on Form 8-K is for informational
purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including without limitation
statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied
enterprise value, future financial condition and performance of Btab after the closing and expected financial impacts of the Business
Combination, the satisfaction of closing conditions to the Business Combination, the pre-money valuation of Btab (which is subject to
certain inputs that may change prior to the closing of the Business Combination and is subject to adjustment after the closing of the
Business Combination), the level of redemptions of the Company’s public shareholders and the products and markets and expected future
performance and market opportunities of Btab. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K,
including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which
may adversely affect the price of the Company’s securities; (ii) the risk that the proposed Business Combination may not be completed
by the Company’s Business Combination deadline; (iii) the failure to satisfy the conditions to the consummation of the Business
Combination; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination
Agreement; (v) the failure to achieve the minimum amount of cash available following any redemptions by the Company’s shareholders;
(vi) redemptions exceeding a maximum threshold or the failure to meet the Nasdaq’s initial listing standards in connection with
the consummation of the contemplated Business Combination; (vii) the effect of the announcement or pendency of the Business Combination
on Btab’s business relationships, operating results, and business generally; (viii) risks that the proposed Business Combination
disrupts current plans and operations of Btab; (ix) the outcome of any legal proceedings that may be instituted against Btab or against
the Company related to the Business Combination Agreement or the proposed Business Combination; and (x) those factors discussed in the
Company’s filings with the Securities and Exchange Commission (“SEC”) and in the Proxy Statements (as defined
below). Shareholders should carefully consider the risks and uncertainties described in the “Risk Factors” section in the
annual report on Form 10-K for year ended December 31, 2024 of the Company, filed with the SEC on April 15, 2025, and the “Risk
Factors” section of the Definitive Proxy Statement/Prospectus (as defined below), relating to the Business Combination, the Extension,
and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional
risks that neither the Company nor Btab presently know or that the Company or Btab currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the
forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur, and any estimates, assumptions, expectations,
forecasts, views or opinions set forth in this Current Report on Form 8-K should be regarded as preliminary and for illustrative purposes
only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company and Btab assume no obligation
and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by law.
Additional Information
The Company has filed a definitive proxy statement
(the “Extension Proxy Statement”, and together with the Definitive Proxy Statement/Prospectus, the “Proxy
Statements”) with the SEC in connection with an extraordinary general meeting of shareholders on December 12, 2025 (the “Extension
Meeting”), and, beginning on or about November 18, 2025, mailed the Extension Proxy Statement and other relevant documents to
its shareholders as of November 3, 2025, the record date for the Extension Meeting. In connection with the Business Combination, the Company
and Btab prepared a registration statement on Form S-4 with the SEC, which includes a definitive proxy statement/prospectus (the “Definitive
Proxy Statement/Prospectus”) that was distributed to the Company’s shareholders in connection with its solicitation for
proxies for the vote by the Company’s shareholders in connection with the Business Combination. Shareholders are urged to read the
Proxy Statements and any other relevant documents filed with the SEC when they become available because, among other things, they will
contain updates to the financial, industry and other information herein as well as important information about the Company, Btab and the
Business Combination. Shareholders of the Company are able to obtain free copies of the Proxy Statements, as well as other filings containing
information about the Company, Btab and the Business Combination, without charge, at the SEC’s website located at www.sec.gov. This
Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
The Company, Btab and their respective directors,
executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies from the Company’s shareholders in connection with the Business Combination. Shareholders can find information about
the Company’s directors and executive officers and their interest in the Company can be found in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2024, which was filed with the SEC on April 15, 2025. A list of the names of the directors, executive
officers, other members of management and employees of the Company and Btab, as well as information regarding their interests in the Business
Combination, are included in the Definitive Proxy/Prospectus filed with the SEC by the Company and Btab. Additional information regarding
the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are
filed with the SEC. Shareholders may obtain free copies of these documents from the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
| (d) |
Exhibits. The following exhibit is furnished with this Form 8-K: |
Exhibit
No. |
Description of Exhibits |
| 99.1 |
Press Release dated December 17, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Integrated Wellness Acquisition Corp |
| |
|
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By: |
/s/ Matthew Malriat |
| |
|
Name: Matthew Malriat |
| |
|
Title: Chief Executive Officer |
Dated: December 18, 2025
