IWAC Holding Co Inc.

IWAC Holding Company Inc.

Overview

• Corporate form: Delaware corporation; wholly owned subsidiary of Integrated Wellness Acquisition Corp (IWAC), a Cayman Islands exempted company.
• Status: Shell company formed to effect a business combination; no operations and no revenue.
• Current focus: Organizational, administrative and compliance responsibilities, including Exchange Act reporting obligations.
• Business combination status: Proposed transaction with Btab Ecommerce Group, Inc. was not consummated during 2025; no business combination had been completed as of December 31, 2025.

Operations and customers

• Revenue: None.
• Customers: Not applicable.
• Employees: 0 (as of the report date).

Location

• Principal office: 1441 Broadway, Floor 6, New York, NY 10018.

Corporate structure and subsidiaries

• Wholly owned subsidiaries:
  • IWAC Company Merger Sub, Inc.
  • IWAC Purchaser Merger Sub II, Inc.
• Invested assets: Investments in both merger sub-entities (non-current assets, $100 each).

Financial snapshot (as of December 31, 2025)

• Cash: $1
• Current assets: $100 (Cash $1; Subscription receivable — due from related party $99)
• Non-current assets: $200 (Investments in the two merger sub-entities)
• Total assets: $300
• Liabilities:
  • Current liabilities: $67,331 (Due to related party)
  • Total liabilities: $67,331
• Shareholders’ deficit:
  • Common stock: 1,000 shares issued and outstanding; par value $0.001; value $1
  • Additional paid-in capital: $299
  • Accumulated deficit: $(67,331)
  • Total shareholders’ deficit: $(67,031)
• Net loss:
  • Year ended December 31, 2025: Net loss $35,310 (basic and diluted net loss per share $(35.31))
  • Period August 8, 2024 (inception) through December 31, 2024: Net loss $32,021 (basic and diluted net loss per share $(32.02))
• Weighted average shares outstanding: 1,000 (both periods)

Going concern and liquidity

• The financial statements reflect substantial doubt about the Company’s ability to continue as a going concern within one year after issuance, based on ongoing losses and a working capital deficit.
• Plans to address the going concern include continued financial support from related parties and completion of the proposed business combination.
• Off-balance sheet arrangements: None reported.

Ownership and market information

• Public trading status: No established public trading market for the Company’s common stock as of year-end 2025.
• Shareholders: 1 holder of record as of December 31, 2025.
• Ownership structure context: The Company is a SPAC-related entity intended to become Pubco following a business combination; the proposed combination had not completed by year-end 2025.

Related party and financing notes

• Related party indebtedness: Due to related party totaled $67,331 as of December 31, 2025 (up from $32,021).
• Related party transactions: Subscription agreements for shares in affiliated entities; subscription receivable of $99; equity contributions recorded in 2024; formation and organizational costs incurred by a related party.
• Cash flows: Net cash used in operating activities $0 for the period; net cash provided by financing activities $0 in 2025 (prior year showed $1 from equity contributions).

Key takeaways

• IWAC Holding Company Inc. is a non-operating shell formed to support a future business combination.
• As of December 31, 2025, the company had no revenue, no customers, and no employees, with a nominal cash balance and related-party liabilities.
• The company relies on related-party support and completion of the planned business combination to address liquidity and continuing operations.
• The proposed merger with Btab Ecommerce Group, Inc. had not been consummated by year-end 2025.