Integrated Wellness Acquisition Corp (IWAC) seeks shareholder approval to domesticate to Delaware and complete a two‑step merger with Btab Ecommerce via IWAC Holding Company Inc. (Pubco). The deal values Btab at $250,000,000 to be paid in stock: 25,000,000 new Pubco shares, including 24,900,000 Class A and 100,000 Class V shares.
Class V carries 1,000 votes per share, resulting in Pubco qualifying as a Nasdaq “controlled company,” with Binson Lau holding more than 50% of total voting power. IWAC securities convert one‑for‑one into equivalent Pubco instruments at the purchaser merger effective time. A fairness opinion dated May 29, 2024, found the $250,000,000 equity value fair from a financial point of view to IWAC shareholders.
The Extraordinary General Meeting is set for December 8, 2025, to vote on the business combination and related proposals, including domestication, charter and bylaws, an omnibus incentive plan, and director elections. Public shareholders may redeem shares; for illustration, the per‑share redemption amount was $12.78 as of November 3, 2025. Sponsors collectively held about 70.8% of outstanding shares on the record date and intend to vote in favor.
Wolverine Asset Management LLC and related entities report joint ownership of 88,000 Class A ordinary shares of Integrated Wellness Acquisition Corp, representing 7.42% of the outstanding Class A shares. The filing identifies Wolverine Asset Management, Wolverine Holdings, Wolverine Trading Partners, and individuals Christopher L. Gust and Robert R. Bellick as reporting persons with shared voting and dispositive power over the 88,000 shares.
The percentage was calculated using 1,185,481 Class A shares outstanding as of September 5, 2025. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control. Wolverine Flagship Fund Trading Limited is disclosed as having the right to receive dividends or sale proceeds related to these shares.