Btab Ecommerce Group signs an agreement on the merger of business entities

SYDNEY, Australia and New York, New York, May 31, 2024 (GLOBE NEWSWIRE) — Btab Ecommerce Group, Inc., an e-commerce company (OTC: BBTT) (“BBTT” or the “Company”) and Integrated Wellness Acquisition Corp, a special purpose acquisition company (NYSE: WEL) (“WEL” or “Integrated Wellness”) today announced that it has entered into a definitive business combination agreement (“BCA”) providing for a business combination between WEL and BBTT (the “Transaction”). Upon consummation of the Transaction, WEL will be renamed Btab Ecommerce Holdings, Inc and is expected to continue to be listed on the NYSE. The transaction values ​​BBTT’s equity at USD 250 million.

Transaction overview

Under the terms of the BCA, WEL’s wholly owned subsidiary will merge with and become BBTT, with BBTT surviving the merger and becoming a wholly owned subsidiary of WEL. WEL will issue 25,000,000 shares of common stock, each valued at $10 per share, to BBTT stockholders in exchange for all of the issued and outstanding shares of BBTT. The transaction is currently expected to be completed by the end of the fourth quarter of 2024.

The description of the Transaction contained herein is for summary purposes only and is qualified in its entirety by reference to the definitive BCA relating to the Transaction, a copy of which will be filed by WEL with the Securities and Exchange Commission (“SEC”) as an exhibit to its Current Report on Form 8- K

Binson Lau, CEO of BBTT, said: “We look forward to completing the transaction as soon as possible. The planned business merger with WEL is a significant milestone in our development strategy. This move underlines our commitment to expanding our reach and providing even greater support to small businesses around the world from our headquarters in Australia and through presence in key markets including the US, UK and Asia. In doing so, we aim to mirror the success stories of global players like Shopify. With some estimates that the global e-commerce market will reach $18.81 trillion by 2029, our goal is to capitalize on this growth trajectory, particularly in underserved markets where small businesses want to establish an online presence.”

BBTT’s unique approach includes a range of services tailored to the diverse needs of small business owners. From product delivery and sourcing to marketing and sales platforms and logistics support, BBTT ensures entrepreneurs can focus on growing their business without being overwhelmed by the complexities of e-commerce operations.

BBTT’s diverse portfolio of platforms, including Btab Commerce, SocialSocial.Social and specialist marketplaces such as Marketplace Australia, Aussie Markets and Chemist Deals, meet the needs of a wide range of potential customers. Integrating elements of social commerce, Btab’s hybrid model combines the best of e-commerce and social networking to offer its customers a unique value proposition.

Suren Ajjarapu, CEO of Integrated Wellness, said: “It has been rewarding to work with Mr. Lau to accelerate BBTT’s growth strategy. This transaction will provide our WEL investors with the opportunity to participate in BBTT’s expected growth. We look forward to working with BBTT to finalize the business combination agreement.”

WEL will prepare a merger registration statement/power of attorney to register the WEL shares to be issued as consideration for the merger in the Transaction and to obtain the votes of WEL shareholders to approve the Transaction, as well as an information statement to be distributed to BBTT shareholders.

Advisors

Nelson Mullins Riley & Scarborough LLP is legal counsel to BBTT.
Ellenoff Grossman & Schole, LLP is legal counsel to WEL.

About Btab Ecommerce Group, Inc.

Btab Ecommerce Group (OTC: BBTT) is an e-commerce company that operates through its network in Australia, Asia, the United States and the United Kingdom. It provides affordable e-commerce services and technology and products to small businesses to enable them to compete in an underserved market segment. The company is seeking to expand its reach into Europe and the Americas, where it intends to provide small businesses with products and services that are generally not currently available to them on the market. The company believes that the growth of e-commerce in Asia itself will continue to be significant in the coming decade and beyond as more Internet users embrace online shopping and increase their purchasing power.
Additional information can be found at https://btabcorp.com

About Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp (NYSE: WEL) is a special purpose acquisition company listed on the New York Stock Exchange formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more companies. While Integrated Wellness may pursue acquisition opportunities in any industry or sector, it intends to focus on companies in the health, nutrition, fitness, wellness and beauty sectors and the products, devices, applications and technologies driving growth in these industries.

Participants of the invitation

The Company, WEL and their respective directors, officers, other officers and employees may be deemed to be participants in the solicitation of proxies from WEL’s stockholders in connection with the Transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the Transaction of WEL’s directors and officers in WEL’s filings with the SEC, including, in the case of filing with the SEC, the preliminary proxy statement/prospectus and amendments thereto, the definitive proxy statement/ prospectus and other documents filed with the SEC, and such information regarding the Company’s directors and officers will also be included in the proxy statement/prospectus.

Forward-looking statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Transaction between the Company and WEL, including, without limitation, statements regarding the anticipated benefits of the Transaction, the expected timing of the Transaction, the implied value, future financial condition and results of the Company and the combined company after closing of the Transaction and the expected financial effects of the Transaction, satisfaction of closing conditions of the Transaction, pre-money valuation of the Company (which is subject to certain inputs that may change before closing of the Transaction and are subject to adjustment after closing of the Transaction), level of redemptions by WEL’s public shareholders and products and markets, as well as the Company’s expected future performance and market opportunities. These forward-looking statements typically are identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity”, “plan”, “may “, “should”, “will”, “would”, “will”, “will continue”, “will likely result in” and similar expressions, but the absence of these words does not mean that the 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 are therefore subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release, including, without limitation: (i) the risk that the Transaction may not be completed on a timely basis or at all, which could adversely affect on the price of WEL securities; (ii) the risk that the Transaction may not be completed within the WEL business combination deadline and the potential failure to obtain an extension of the business combination deadline if WEL requests it; (iii) failure to satisfy the conditions necessary to complete the Transaction, including approval of the BCA by WEL shareholders; (iv) the occurrence of an event, change or other circumstance that may result in the termination of the BCA agreement; (v) failure to meet the minimum amount of cash available as a result of redemptions made by WEL shareholders; (vi) redemptions in excess of the maximum threshold or failure to meet initial listing standards on the New York Stock Exchange in connection with the consummation of the contemplated Transaction; (vii) the impact of the announcement or duration of the Transaction on the Company’s business relationships, results of operations and business generally; (viii) the risk that the Transaction will disrupt the Company’s current plans and operations; (ix) the outcome of any legal proceedings that may be brought against the Company or against WEL in connection with the BCA or the proposed Transaction; (x) changes in the markets in which the Company competes, including with respect to its competitive environment, technological evolution or regulatory changes; (xi) changes in general domestic and global economic conditions; (xii) the risk that the Company will not be able to implement its growth strategies; (xiii) the risk that the Company will be unable to develop and maintain effective internal controls; (xiv) costs associated with the Transaction and the failure to realize the anticipated benefits of the Transaction or to realize the estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; (xv) the ability to recognize the expected benefits of the proposed Transaction and implement plans for its commercialization and development, as well as to identify and use additional opportunities that may be influenced by, among others, competition, the Company’s ability to develop and manage economic growth and hire and retain key employees; (xvi) the Company’s limited operating history, limited financial resources, domestic or global economic conditions, the activities of competitors and the presence of new or additional competition, and capital market conditions; and (xvii) the factors discussed in the WEL documents filed with the SEC and which will be included in the proxy statement/prospectus relating to the proposed Transaction.

The above list of factors is not exhaustive. You should carefully consider the above factors and other risks and uncertainties which will be described in the “Risk Factors” section of the preliminary proxy statement/prospectus and amendments thereto, the final proxy statement/prospectus and other documents to be filed by WEL from time to time from the SEC. These documents 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. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and although WEL and the Company may elect to update these forward-looking statements at some time in the future, they assume no obligation to update or revise these forward-looking statements or whether as a result of new information, future events or otherwise, except as required by applicable law. Neither WEL nor the Company provides any assurance that WEL, the Company or the combined company will meet its expectations.

Contact with the media:

Mr. Binson Lau
Chief Executive Officer
Btab e-commerce group, inc.
Email: [email protected]

Mr. Suren Ajjarapu
Chief Executive Officer
Integrated Wellness Acquisition Company
Email: [email protected]