false
0001877557
0001877557
2026-01-22
2026-01-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 22, 2026
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:
| ¨ | 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: None
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.
Explanatory note
As previously disclosed, on
August 26, 2024, Integrated Wellness Acquisition Corp. (the “Company” or “IWAC”) entered into
an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), IWAC Holding Company Inc.,
a Delaware corporation and a wholly owned subsidiary of IWAC (“Pubco”), IWAC Purchaser Merger Sub II Inc., a Delaware
corporation and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”), IWAC Company Merger, Sub Inc., a
Georgia corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger
Sub, the “Merger Subs”), Btab Ecommerce Group, Inc., a Georgia corporation (“Btab”) and
acknowledging and agreeing solely with respect to Section 2.1(a)(ii) thereof, Binson Lau.
Pursuant to the Business Combination
Agreement, (a) Purchaser Merger Sub will merge with and into IWAC (the “Purchaser Merger”), with IWAC
as the surviving company in the Purchaser Merger (the time at which the Purchaser Merger becomes effective is referred to herein as the “Purchaser
Merger Effective Time”) and, as a result of the Purchaser Merger, IWAC will become a wholly-owned subsidiary of Pubco with security
holders of IWAC receiving securities of Pubco with terms substantially equivalent to the terms of their securities of IWAC, and (b) Company
Merger Sub will merge with and into Btab (the “Company Merger” and together with the Purchaser Merger, the
“Mergers”, and together with the other transactions contemplated by the Business Combination Agreement, the “Business
Combination”)) with Btab as the surviving company in the Company Merger (the time at which the Company Merger becomes effective
is referred to herein as the “Company Merger Effective Time”) and, as a result of the Company Merger, Btab will become
a wholly-owned subsidiary of Pubco and (i) each Btab Class A Common Share will be automatically converted as of the Company
Merger Effective Time into the right to receive Pubco Class A Shares and (ii) each Btab Class V Common Share will be automatically
converted as of the Company Merger Effective Time into the right to receive Pubco Class V Shares.
Item 8.01 Other Events.
As previously disclosed, on
December 12, 2025, IWAC held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”).
At the Meeting, among other items, the shareholders of IWAC approved the nomination of Mr. Daniel Kennedy as a director of Pubco, effective
upon the consummation of the Business Combination (the “Closing”).
On January 22, 2026, Mr. Kennedy informed Pubco that he is no longer
able to accept the nomination to serve as a member of Pubco’s board of directors. In place of Mr. Kennedy, Isaac Freites has been
nominated as a director. As a result of Mr. Kennedy’s withdrawal and Mr. Freites’ nomination, the anticipated
board of directors of Pubco will include: Douglas Benoit, Isaac Freites, and Donald Fell as Class I directors, Matthew Malriat and Qun
Hua Wang as Class II directors and Binson Lau as Class III director.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events
or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can generally be identified by the use of
forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,”
“seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should”
or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that
are not historical facts. They appear in a number of places throughout this Current Report on Form 8-K and include statements regarding
the Company’s intentions, beliefs or current expectations concerning the Company’s performance, business and future events.
Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting
the Company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and
uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause actual results to differ
materially from the from the plans, objectives, expectations, estimates and intentions expressed or implied by such forward-looking statements.
The forward-looking statements made in this Current Report on Form 8-K speak only as of the date hereof and the Company disclaims any
obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes
in the Company’s expectations or future events.
SIGNATURE
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 hereunto
duly authorized.
| Integrated Wellness Acquisition Corp |
|
| |
|
| By: |
/s/ Matthew Malriat |
|
| |
Name: Matthew Malriat |
|
| |
Title: Chief Executive Officer |
|
Dated: February 19, 2026
