SYDNEY, Australia and NEW YORK, NY, May 31, 2024 (GLOBE NEWSWIRE) — Btab Ecommerce Group, Inc. (OTC: BBTT) (“BBTT” or the “Company”), an e-commerce company, and Integrated Wellness Acquisition Corp (NYSE: WEL) (“WEL” or “Integrated Wellness”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “BCA”) governing the business combination of WEL and BBTT (the “Transaction”). Following the closing of the Transaction, WEL will be renamed Btab Ecommerce Holdings, Inc and will continue to be listed on the NYSE. The Transaction values BBTT’s equity at US$250 million.
Transaction Overview
Under the terms of the BCA, a wholly-owned subsidiary of WEL will merge with and into BBTT, with BBTT surviving the merger and becoming a wholly-owned subsidiary of WEL. WEL will issue 25,000,000 shares of its common stock to BBTT shareholders as merger consideration in exchange for all of the outstanding shares of BBTT, with the shares valued at $10.00 per share. The transaction is currently expected to close by the end of the fourth quarter of 2024.
The description of the transaction provided herein is a summary 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, chief executive officer of BBTT, said: “We look forward to completing the transaction as soon as possible. The planned business combination with WEL marks an important milestone in our growth strategy. The move underlines our commitment to expand our reach and provide even stronger support to SMEs around the world from our headquarters in Australia and by establishing bases in key markets such as the US, UK and Asia. In doing so, we hope to emulate the success story of global players like Shopify. The global e-commerce market is predicted to reach $18.81 trillion by 2029 and we aim to capitalize on this growth trajectory, particularly in underserved markets where SMEs want to establish an online presence.”
BBTT’s unique approach includes a range of services tailored to meet the diverse needs of small business owners. From product supply and sourcing to marketing and sales platforms and logistics support, BBTT enables entrepreneurs to focus on growing their business without being overwhelmed by the complexities of e-commerce operations.
BBTT’s diverse platform products, including Btab Commerce, SocialSocial.Social, Marketplace Australia, Aussie Markets and specialized marketplaces such as Chemist Deals, cater to a wide range of potential customer needs. By integrating elements of social commerce, Btab’s hybrid model combines the best of e-commerce and social networking, offering a unique value proposition to its customers.
Suren Ajarap, Chief Executive Officer of Integrated Wellness, said, “We are pleased to work with Mr. Lau to accelerate BBTT’s growth strategy. This transaction provides WEL investors with the opportunity to participate in BBTT’s expected growth. We look forward to working with BBTT to close the business combination agreement.”
WEL intends to prepare a merger registration statement/proxy statement to register the WEL shares to be issued as merger consideration in the transaction and to solicit a vote of WEL stockholders to approve the transaction, as well as an information statement to be provided to BBTT stockholders.
Advisor
Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to BBTT.
Ellenoff Grossman & Schole, LLP is serving as legal counsel to WEL.
About Btab Ecommerce Group, Inc.
Btab Ecommerce Group (OTC: BBTT) is an e-commerce company that operates through a network in Australia, Asia, the United States and the United Kingdom. The company provides affordable e-commerce services and supplies technology and products to enable small and medium-sized businesses to compete in underserved market segments. The company plans to expand into Europe and the Americas, providing small and medium-sized businesses with products and services that are not currently commercially available to the public. The company believes that e-commerce growth in Asia alone will be significant over the next decade and beyond, as an increasing number of internet users adopt online shopping and increase purchasing power.
For more information, visit https://btabcorp.com.
About Integrated Wellness Acquisition Corp
Integrated Wellness Acquisition Corp (NYSE: WEL) is a New York Stock Exchange listed special purpose acquisition company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more companies. Integrated Wellness may pursue acquisition opportunities in any industry or sector, but intends to focus on companies in the health, nutrition, fitness, wellness and beauty sectors and the products, devices, applications and technologies that drive growth in these verticals.
Participants Recruited
The Company, WEL and their respective directors, executive officers and other management 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 of WEL’s directors and officers and their interests in the Transaction from WEL’s filings with the SEC, including the preliminary proxy statement/prospectus and any amendments thereto, the definitive proxy statement/prospectus and other documents filed with the SEC, if any, and such information regarding the Company’s directors and executive 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 regarding the transaction between the Company and WEL, including, but not limited to, statements regarding the expected benefits of the transaction, the expected timing of the transaction, the implied enterprise value, the future financial condition and performance of the Company and the combined company following the closing of the transaction, the expected financial impact of the transaction, the satisfaction of the closing conditions to the transaction, the Company’s pre-money valuation (subject to certain inputs that may change prior to the closing of the transaction and may be adjusted after the closing of the transaction), the redemption levels of WEL’s public stockholders, the Company’s products and markets, and expected future operating results and market opportunities. These forward-looking statements are generally identified by words such as “believe,” “plan,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “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, forecasts 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 press release, including, but not limited to, (i) the risk that the transaction will not be completed on a timely basis or at all, which could have an adverse effect on the price of WEL’s securities, (ii) the risk that the transaction will not be completed by WEL’s business integration deadline and the possibility that WEL may not be able to obtain an extension of the business integration deadline if requested, (iii) the failure to satisfy the closing conditions to the transaction, including approval of the BCA by WEL’s stockholders, (iv) the occurrence of any event, change or other circumstances that could give rise to the termination of the BCA, (v) the failure to achieve the minimum amount of cash available following redemptions by WEL’s stockholders, and (vi) the failure of redemptions to exceed the maximum threshold or meet the initial listing thresholds on the NYSE in connection with the contemplated closing of the transaction. (vii) the impact of the announcement of or any dispute over the transaction on the Company’s business relationships, results of operations and business generally; (viii) the risk that the transaction disrupts the Company’s current plans and operations; (ix) the outcome of any litigation that may be brought against the Company or WEL in connection with the BCA or the proposed transaction; (x) changes in the market in which the Company competes, including the competitive environment, technological advances and regulatory changes; (xi) changes in general domestic and global economic conditions; (xii) the risk that the Company will not be able to execute its growth strategy; (xiii) the risk that the Company will not be able 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; and (xv) the ability to recognize the anticipated benefits of the proposed transaction, achieve its commercialization and development plans and identify and realize additional opportunities, which may be affected by, among other things, competition, the Company’s ability to grow, its ability to manage that growth economically and its ability to retain and retain key employees. (xvi) the Company’s limited operating history, limited financial resources, domestic or global economic conditions, competitor activities, the existence of new or additional competitors and stock market conditions; and (xvii) factors described in WEL’s filings with the SEC and contained in the proxy statement/prospectus relating to the proposed transaction.
The list of factors above is not exhaustive. You should carefully consider the above factors and other risks and uncertainties described in the “Risk Factors” section of the preliminary proxy statement/prospectus and any amendments thereto, definitive proxy statement/prospectus and other documents that WEL files with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events or 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. WEL and the Company may elect to update these forward-looking statements at some point in the future. However, except as required by applicable law, neither WEL nor the Company gives any assurance that WEL or the Company, or the combined company, will achieve its expectations.
Media Contact:
Mr. Vinson Lau
chief executive officer
Btab Ecommerce Group
Email: info@btabcorp.com
Mr. Suren Ajarap
chief executive officer
Integrated Wellness Acquisition Corporation
Email: info@integratedwellnessspac.com
