Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $302,631, primarily due to formation and operating costs of $167,052 and accounting and legal expenses of $184,122 [112]. - For the nine months ended September 30, 2025, the company had a net loss of $619,485, with significant expenses including formation and operating costs of $379,981 and accounting and legal expenses of $406,775 [113]. Cash and Funding - As of September 30, 2025, the company had cash held in the Trust Account amounting to $15,044,640, which includes $347,489 of interest earned [121]. - 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 [116]. - The company has incurred transaction costs of $6,822,078 related to the initial public offering, which includes $2,300,000 of underwriting discount and $4,025,000 of deferred underwriting discount [119]. - The company may need to raise additional funds to meet expenditures required for operating its business prior to the initial business combination, raising substantial doubt about its ability to continue as a going concern [123]. Business Operations - The company entered into a Business Combination Agreement with Btab Ecommerce Group, Inc., with the expectation that Btab will become a wholly owned subsidiary of the company upon completion of the transaction [106]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of September 30, 2025 [124]. - The company has an agreement to pay its sponsor a monthly fee of $10,000 for administrative support, which has been waived for the three months ended September 30, 2025 [126]. Debt and Notes - The company issued a promissory note in December 2023 for up to $1,500,000 to extend its Termination Date, which is repayable upon the consummation of the initial business combination or liquidation [130]. - The Company issued an amended promissory note with a principal amount of up to $4,000,000, allowing the Sponsor to convert up to $1.5 million into ordinary shares at a conversion price of $1.00 [131]. - As of September 30, 2025, the Company had borrowed $3,676,223 under the January 2025 Note [131]. Regulatory and Accounting Matters - The registration rights agreement allows holders to require the Company to register securities for resale, including up to three demands for registration [132]. - The Company will bear the expenses related to the filing of registration statements for the securities [132]. - No critical accounting estimates were identified as of September 30, 2025 [133]. - Market risk disclosures are not required for smaller reporting companies [135].
Integrated Wellness Acquisition p(WEL) - 2025 Q3 - Quarterly Report