Material Agreement - Form 425

Item 1.01 Entry Into A Material Definitive Agreement.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

General Terms and Effects

As previously disclosed by Integrated Wellness Acquisition Corp, a Cayman Islands exempted company with limited liability ("IWAC" or "Purchaser), in its Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the "SEC") on June 5, 2024, on May 30, 2024, IWAC entered into a Business Combination Agreement (the "Original Business Combination Agreement") with IWAC Georgia Merger Sub, Inc., a Georgia corporation and a wholly owned subsidiary of IWAC, and Btab Ecommerce Group, Inc., a Georgia corporation ("Btab" or the "Company").

On August 26, 2024, IWAC and Btab entered into an Amended and Restated Business Combination Agreement (the "Business Combination Agreement") with IWAC Holding Company Inc., a Delaware corporation, 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 acknowledging and agreeing solely with respect to Section 2.1(a)(ii) thereof, Binson Lau. The Business Combination Agreement amended, restated and superseded the Original Business Combination Agreement.

Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps. Subject to the approval and adoption of the Business Combination Agreement by the shareholders of IWAC and Btab, on the date of the consummation of the Business Combination (the "Closing Date") and following the Domestication (as defined below): (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 the 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"), 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. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the "Transactions"), Pubco expects to be renamed "Btab Ecommerce Holdings, Inc."

Pre-Closing Recapitalization and Domestication

At least one day prior to the consummation of the Transactions (the "Closing"), IWAC shall cause each IWAC Class B ordinary share to be converted into one IWAC Class A ordinary share, in accordance with IWAC's governing documents.

In addition, prior to the Purchaser Merger Effective Time, in order to facilitate the consummation of the Transactions, IWAC shall transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Act (as amended) (the "Domestication"). In connection with the Domestication, each IWAC Class A ordinary share, par value $0.0001 (each an "IWAC Class A Ordinary Share") that is issued and outstanding immediately prior to the Domestication shall become one share of IWAC Class A common stock, par value $0.0001 per share (each an "IWAC Class A Common Share").

On the Closing Date, prior to the Company Merger Effective Time, Btab shall file an amendment to its articles of incorporation (the "Btab Charter Amendment"), which amendment shall, among other things, create a new class of voting common stock with 10,000 votes per share, par value $0.001 ("Btab Class V Shares"). After the effectiveness of the filing of the Btab Charter Amendment, but prior to the Company Merger Effective Time, Binson Lau, the Chief Executive Officer of the Btab, who is also the Chairman of the Board of IWAC, shall exchange (x) all of his shares of Btab preferred stock, $0.001 per share (the "Btab Preferred Shares") plus (y) such number of shares of Btab common stock, par value $0.001 per share (the "Btab Common Shares"), as will result in the issuance to Binson Lau of 100,000 Btab Class V Shares. Upon such exchange, all of the Btab Preferred Shares shall be terminated, extinguished and cancelled in full (the transactions in this paragraph above, collectively, the "Btab Reorganization").

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