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Btab Ecommerce Group, an e-commerce company (OTC: BBTT), and Integrated Wellness Acquisition Corp (NYSE: WEL), a special purpose acquisition company, have announced a definitive business combination agreement. The transaction values BBTT at $250 million and involves WEL issuing 25,000,000 shares of its common stock, valued at $10 per share, to BBTT shareholders.
Upon completion, WEL will be renamed Btab Ecommerce Holdings and continue to be listed on the NYSE. The merger is expected to close by the end of Q4 2024. BBTT aims to leverage this merger to expand globally, targeting key markets such as the United States, United Kingdom, and Asia. BBTT’s platform offers a diverse range of services, including product supply, marketing, and logistics, to support small businesses in establishing an online presence.
Legal advisors for the deal include Nelson Mullins Riley & Scarborough LLP for BBTT and Ellenoff Grossman & Schole, LLP for WEL.
Integrated Wellness Acquisition Corp (NYSE: WEL) has announced an extension for its business combination deadline from March 13, 2023, to June 13, 2023. Requested by its sponsor, IWH Sponsor LP, this first extension allows more time for the company to finalize its initial business combination with Refreshing USA, LLC. To facilitate this, the sponsor will deposit $1.15 million into the company’s trust account by March 13, 2023, equivalent to $0.10 per public share. The extension is part of the company's strategy to enhance opportunities within the health, nutrition, and wellness sectors.
Integrated Wellness Acquisition Corp (NYSE: WEL) and Refreshing USA, LLC have filed a registration statement on Form S-4 with the SEC, signaling a proposed business combination. This merger is anticipated to close in the first half of 2023, pending shareholder and regulatory approvals. Refreshing, an automated retailer, operates nearly fifty locations providing beverages and snacks. This merger aims to facilitate Refreshing becoming a public entity, potentially enhancing its market presence in the automated retail sector.
Refreshing USA, LLC has signed a merger agreement with Integrated Wellness Acquisition Corp (NYSE: WEL). The new entity, named Refreshing USA, will have an implied pro-forma enterprise value of $197.97 million and potentially $105.78 million in cash if no shareholders redeem their stakes. Refreshing USA's current shareholders will maintain 100% equity and approximately 52.67% ownership post-merger. This merger aims to enhance capital access and growth opportunities in a projected $9.5 billion U.S. industry. The transaction is anticipated to close in the first half of 2023.
