IPO and Financial Overview - The company completed its initial public offering on December 13, 2021, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units at $10.00 per unit[18]. - A total of $117,300,000 was placed in the trust account, consisting of $112,700,000 from the IPO and $4,600,000 from the private placement warrants[20]. - The company has approximately $14.22 million available for a business combination as of December 31, 2024, after accounting for deferred underwriting fees[68]. - As of December 31, 2024, the amount in the trust account was approximately $11.99 per public share[98]. - As of December 31, 2024, the amount held outside the trust account was $5,141[135]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination, with future dividends dependent on revenues and earnings[160]. - For the year ended December 31, 2024, the company reported a net loss of $100,031, primarily due to legal and accounting expenses of $1,346,772 and insurance expense amortization of $118,850[179]. - The company generated net cash provided by operating activities of $1,090,547 for the year ended December 31, 2024, compared to $3,220,499 for the year ended December 31, 2023[185][186]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2024[191][192]. Business Combination Agreement - The company entered into a Business Combination Agreement with Btab Ecommerce Group, Inc., with a transaction consideration of $250,000,000 to be paid in 25,000,000 new shares of common stock[29]. - Upon the consummation of the Business Combination, each IWAC Class A Common Share will convert into one Pubco Class A Common Share[30]. - The company intends to structure the initial business combination so that the post-business combination entity will own or acquire 100% of the target business[56]. - The Business Combination Agreement includes customary representations and warranties regarding financial statements and compliance with laws[33]. - Btab has agreed to exclusivity restrictions preventing solicitation of other acquisition proposals during the transaction period[36]. - IWAC is required to include a recommendation from its board of directors for shareholders to approve the transaction proposals[38]. - The approval of IWAC's shareholders for the Transaction Proposals is a necessary condition for the Merger[39]. - The obligation of Btab to consummate the Transactions requires the approval by the New York Stock Exchange for the listing of the Pubco Shares[41]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the trust account[54]. - The Business Combination Agreement can be terminated under customary circumstances, with no further obligations except for confidentiality[43][44]. Shareholder Rights and Redemption - Public shareholders may redeem their shares either in connection with a general meeting or by means of a tender offer[103]. - If shareholder approval is sought, a public shareholder is restricted from redeeming more than 15% of the shares sold in the initial public offering without prior consent[110]. - The redemption rights will require beneficial holders to identify themselves to validly redeem their shares[98]. - The company will not redeem public shares if the business combination does not close, even if a public shareholder has properly elected to redeem[98]. - The company will not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001[102]. - The company anticipates that any purchases of shares by sponsors or affiliates may reduce the public "float" of Class A ordinary shares[95]. - The company expects to report any purchases made by sponsors or affiliates pursuant to Section 13 and Section 16 of the Exchange Act[97]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[109]. - The company has extended the deadline to complete its initial business combination to December 15, 2025, from the previous deadline of December 13, 2024[121]. - If the company fails to complete the initial business combination by the deadline, it will redeem public shares at a per-share price of approximately $11.99, based on the trust account balance as of December 31, 2024[130]. - The company will cease operations and liquidate if it does not complete the initial business combination by December 15, 2025[123]. - Public shareholders will not have redemption rights for warrants if the initial business combination is not completed by the deadline[124]. - The company has agreed to waive liquidating distributions from the trust account for founder shares if the initial business combination is not completed[125]. - The trust account could be subject to claims from creditors, which may affect the per-share redemption amount for public shareholders[136]. - The company has sought to have vendors and service providers waive claims to the trust account to protect public shareholders' interests[135]. - The company may face legal actions if the trust account proceeds are reduced below $10.20 per public share due to creditor claims[134]. - The company will not proceed with any amendments to its articles of association that affect shareholder rights without providing an opportunity for redemption[128]. Management and Internal Controls - The company has identified material weaknesses in internal controls over financial reporting as of December 31, 2024, affecting the reliability of financial statements[211][216]. - The Company has not maintained effective controls related to the classification of investing activities and earnings per share[211][212]. - A remediation plan is being implemented, including additional review procedures by the Chief Financial Officer[213]. - The Company has not experienced any changes in internal control over financial reporting that materially affected its operations during the most recent quarter[218]. - The company has one executive officer who is not obligated to devote a specific number of hours, indicating a lean management structure prior to the initial business combination[140]. Economic and Competitive Environment - The company is facing intense competition from other entities, including blank check companies and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[139]. - The Company is subject to various economic uncertainties that may adversely affect its results of operations and ability to complete an initial business combination[204]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements until it meets specific revenue or market value thresholds[149]. - The company has filed a registration statement with the SEC and is subject to the rules and regulations under the Exchange Act, ensuring compliance with periodic reporting obligations[145]. - The company has not encountered any material cybersecurity incidents since its Initial Public Offering, although it remains vulnerable to such risks[153]. Financing and Costs - The company may incur losses from costs related to identifying and evaluating prospective target businesses that do not result in completed transactions[59]. - The company may need additional financing to complete its initial business combination if the transaction requires more cash than available from the trust account[74]. - The company has incurred transaction costs of $6,822,078 related to its initial public offering, which included an underwriting discount of $2,300,000[184]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for administrative support, which has been waived for the years ended December 31, 2024, and 2023[193]. - The company has borrowed a total of $1,150,000 under an unsecured promissory note as of December 31, 2023, with no repayments made as of December 31, 2024[195]. - The Company issued a promissory note in December 2023 for up to $1,500,000 to extend the Termination Date to December 13, 2024[197]. - As of December 31, 2024, the Company has borrowed the maximum amount of $1,500,000 under the Third Extension Note[199]. - On January 14, 2025, the Company issued a new promissory note for up to $4,000,000, amending the previous note[200]. - The Sponsor may convert up to $1.5 million of the unpaid principal balance into ordinary shares at a conversion price of $1.00[200]. Target Business Evaluation - Target business candidates are sourced from various affiliated and unaffiliated sources, including investment banking firms and private equity groups[75]. - The company is not prohibited from pursuing an initial business combination with an affiliated company, but will seek an independent valuation opinion to ensure fairness[76]. - The management team will assess the target business's management but cannot guarantee their future performance or suitability for managing a public company[83]. - Shareholder approval may be required for the initial business combination, particularly if it involves significant changes in ownership or control[88]. - The company may engage in transactions with investors to incentivize them to acquire public shares or vote in favor of the initial business combination[90].
Integrated Wellness Acquisition p(WEL) - 2024 Q4 - Annual Report