IWAC Holding Company is a shell company and a subsidiary of Integrated Wellness Acquisition, a special purpose acquisition company (SPAC). The company currently has no operations, revenue, or employees. Its sole purpose is to facilitate a business combination with Btab, a private entity. Following the merger, the combined entity expects to trade on Nasdaq under the ticker BTAB. The NYSE previously delisted IWAC’s securities, which may impact the combined company's ability to meet Nasdaq listing standards. IWAC limits its current activities to administrative and compliance functions. Btab securityholders will own approximately 79.4% of the company after the transaction closes. The post-combination entity will employ a dual-class share structure. Binson Lau, Btab founder, will hold Class V shares with 1,000 votes per share, granting him more than 50% of the total voting power. This structure designates the entity as a controlled company under Nasdaq rules, allowing it to bypass requirements for a majority-independent board and independent nominating committees. This dual-class structure may exclude the company from major indices such as the Russell 2000 and S&P Composite 1500. A six-month lock-up period will apply to approximately 41.3% of Btab securityholders following the merger.
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