Btab Ecommerce Group Signs LOI to Merge with Integrated Wellness Acquisition Corp

SYDNEY, Australia, Feb. 15, 2024 (GLOBE NEWSWIRE) -- Btab Ecommerce Group, Inc., an e-commerce company (OTC: BBTT) (“BTAB” or the “Company”), and Integrated Wellness Acquisition Corp, a special purpose acquisition company (NYSE: WEL) (“WEL” or “Integrated Wellness”), today announced that they have entered into a Letter of Intent (the "LOI") providing for a proposed business combination (the "Transaction") that will result in BTAB acquiring control of WEL. The Transaction values BTAB at an initial enterprise value of U.S. $250 million.

Under the terms of the LOI, subject to negotiation and signing a definitive agreement, WEL will issue both common and preferred shares in exchange for the shares in BTAB.

BTAB is an e-commerce company that operates through its network in Australia, Asia, United States and United Kingdom, and its affiliated company is the e-commerce company, Btab Group Inc.

Binson Lau, BTAB’s Chief Executive Officer stated, “We are excited to announce this LOI with WEL and look forward to concluding the definitive agreement and closing the transaction as soon as feasible. We believe that the capital raise contemplated in connection with this transaction will enable BTAB to accelerate its growth strategy as we seek to expand our reach into Europe, the Americas, and Asia.”

Suren Ajjarapu, Chief Executive Officer of Integrated Wellness, said, “It is gratifying to be working with Mr. Lau to help accelerate BTAB’s growth strategy. This transaction will create, for our WEL investors, the opportunity to participate in BTAB’s expected growth. We look forward to finalizing the definitive agreement in the weeks to come.”

Completion of the Transaction is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement, satisfaction of the conditions negotiated therein, applicable regulatory approvals and approval of the transaction by the board and stockholders of both companies. The parties expect to announce additional details regarding the proposed Transaction when a definitive agreement is executed. Subject to the signing of definitive agreements, the Transaction is anticipated to be completed in the second half of this year.

About Btab Ecommerce Group, Inc.

Btab Ecommerce Group (OTC: BBTT) is an e-commerce company that operates through its network in Australia, Asia, United States and United Kingdom. It provides affordable ecommerce services and supplies technology and products to small businesses to allow them to compete in an underserved market segment. The Company seeks to expand its reach into Europe and the Americas where it intends to provide small businesses with products and services generally not currently commercially available to them. The Company believes the e-commerce growth in Asia alone will be significant well into the next decade and beyond as increasing numbers of internet users take advantage of online shopping and increasing spending power.

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About Integrated Wellness Acquisition Corp

Integrated Wellness Acquisition Corp (NYSE: WEL) is a special purpose acquisition company listed on the New York Stock Exchange formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. While Integrated Wellness may pursue an acquisition opportunity in any industry or sector, it intends to focus on businesses in the health, nutrition, fitness, wellness, and beauty sectors and the products, devices, applications, and technology driving growth within these verticals.

Safe Harbor Statement
Certain statements set forth in this press release constitute "forward-looking statements.” Forward looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words "estimate", "project", "intend", "forecast", "anticipate", "plan", "planning", "expect", "believe", "will likely", "should", "could", "would", "may" or words or expressions of similar meaning. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially from those included within the forward-looking statements. Forward-looking statements involve risks and uncertainties, including those relating to the Company's ability to grow its business. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. The potential risks and uncertainties include, among others, the Company's limited operating history, the limited financial resources, domestic or global economic conditions -- activities of competitors and the presence of new or additional competition and conditions of equity markets.

Media Contact

Mr. Binson Lau
Chief Executive Officer
Btab Ecommerce Group, Inc.

Mr. Suren Ajjarapu
Chief Executive Officer
Integrated Wellness Acquisition Corp