Integrated Wellness Acquisition Corp *
PROPOSED BUSINESS COMBINATION: Btab Ecommerce Holdings, Inc
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Integrated Wellness Acquisition Corp proposes to combine with Btab Ecommerce Holdings, 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.
EXTENSION – 12/17/24 – LINK
- The SPAC approved the extension from December 13, 2024 to December 15, 2025.
- 3,069,636 shares were redeemed.
- $0.045/share per month will be deposited into the trust account.
TRANSACTION
- WEL will issue 25,000,000 shares of its common stock, with each WEL share valued at $10 per share, to the BBTT shareholders as merger consideration, in exchange for all of the issued and outstanding shares of BBTT stock.
- The transaction is anticipated to close by the end of the fourth quarter of 2024.
SPAC FUNDING
- No additional funding has been mentioned at this time.
LOCK-UP
- Company
- 6 months from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days.
- Sponsor
- 12 months from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 180 days from the Closing.
- The SPAC will seek to amend the lock-up period in the Insider Letter to reduce it to 6 months.
- 12 months from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days at least 180 days from the Closing.
NOTABLE CONDITIONS TO CLOSING
- IWAC has at least $5,000,001 of net tangible assets immediately after the Effective Time.
NOTABLE CONDITIONS TO TERMINATION
- No Outside Date was mentioned.
ADVISORS
- Company
- Nelson Mullins Riley & Scarborough LLP is serving as legal advisor.
- SPAC
- Ellenoff Grossman & Schole, LLP is serving as legal advisor.
LETTER OF INTENT – 2/15/24 – LINK
- Btab Ecommerce Group, Inc. (OTC: BBTT) and Integrated Wellness Acquisition Corp (NYSE: WEL) announced a Letter of Intent for a business combination, with BTAB set to acquire control of WEL.
- This deal values BTAB at a $250 million enterprise value.
- The agreement involves WEL issuing common and preferred shares to BTAB shareholders.
- BTAB operates in Australia, Asia, the US, and the UK, affiliated with Btab Group Inc.
EXTENSION – 12/14/23 – LINK
- The SPAC approved the extension from December 13, 2023 to December 13, 2024.
- 1,136,155 shares were redeemed for $11.09 per share.
- $125K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 11/21/23 – LINK
- The SPAC entered into a purchase agreement with Sriram Associates, LLC to transfer:
- (i) 2,012,500 of the Company’s Class B ordinary shares and (ii) 4,795,000 of the Company’s private placement warrants for a total purchase price of one dollar.
- In connection with the Sponsor Handover, the Acquirer agreed to assume vendor payables, cover extension costs, facilitate the Extension, ensure public company reporting, extend D&O insurance, and settle outstanding legal fees for the Company.
The below-announced combination was terminated on 9/27/23. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Refreshing USA, LLC [Terminated]
ENTERPRISE VALUE: $197.97 million
ANTICIPATED SYMBOL: RUSA
Refreshing USA is an automated refreshments company. From its nearly fifty locations throughout the country, Refreshing USA provides high-quality, and always-available, beverages and snack foods to businesses, schools, and municipalities.
EXTENSION – 6/7/23 – LINK
- The SPAC approved the extension from June 13, 2023 to December 13, 2023.
- 6,108,728 shares were redeemed for $10.64 per share.
- $160K per month will be deposited into the trust account.
TRANSACTION
- The transaction is valued at an estimated pro-forma enterprise value of $197.97 million.
- Refreshing USA is expected to receive up to $105.78 million of gross cash proceeds.
- The net proceeds will be used for growth and expansion of the business.
- Refreshing USA shareholders will retain 100% of their equity and own 52.67% of the pro forma company at closing.
- The transaction is expected to close in H1 2023 and is subject to shareholder and regulatory approval, as well as other customary closing conditions.
SPAC FUNDING
- No documents have been filed at this time.
EARNOUT
- Company
- 4M shares will be eligible for earnout up to five years after Closing
- 1.5M shares upon the achievement of an adjusted EBITDA target of $20 million (the “2023 Target”)
- 1.5M shares upon the achievement of an adjusted EBITDA target of $30 million (the “2024 Target”)
- 1.0M shares if the VWAP equals or exceeds $50.00/share
- 4M shares will be eligible for earnout up to five years after Closing
LOCK-UP
- Company and Sponsor
- 180 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash closing condition for this transaction
NOTABLE CONDITIONS TO TERMINATION
- The Outside date is July 31, 2023
ADVISORS
- BTIG, LLC is serving as capital markets advisor to Integrated Wellness.
- A.G.P./Alliance Global Partners is serving as financial advisor to Integrated Wellness.
- Ellenoff Grossman & Schole LLP is serving as legal advisor to Integrated Wellness.
- McCarter & English, LLP is serving as legal advisor to Refreshing USA.
MANAGEMENT & BOARD
Executive Officers
Suren Ajjarapu, 53 [Appointed] [Resigned as CEO]
Chief Executive Officer (former) and Director
Mr. Ajjarapu, 53, has served as a director and Chief Executive Officer and Chairman of Semper Paratus Acquisition Corp since June 2023. In addition to his involvement with Semper Paratus Acquisition Corp, Mr. Ajjarapu has served as Chief Executive Officer and Chairman of PowerUp Acquisition Corp. (Nasdaq: PWUP), a special purpose acquisition company, since August 2023, Chief Executive Officer and Chairman of Kernel Group Holdings, Inc. (Nasdaq: KRNL), a special purpose acquisition company, since December 2022, and Chief Executive Officer and Chairman of OceanTech Acquisitions I Corp. (Nasdaq: OTEC), a special purpose acquisition company, since March 2023. Mr. Ajjarapu currently serves Trxade Health, Inc. (Nasdaq: MEDS), a health services information technology company, as Chairman of the Board, Chief Executive Officer and Secretary and has served in these roles since its acquisition of Trxade Group, Inc., a Nevada corporation (“Trxade Nevada”) on January 8, 2014, and as the Chairman of the Board, Chief Executive Officer and Secretary of Trxade Nevada since its inception in 2013. Mr. Ajjarapu is also currently serving as a director of Ocean Biomedical Inc. (Nasdaq: OCEA) (f.k.a. Aesther Healthcare Acquisition Corp.), a biopharmaceutical company. Mr. Ajjarapu has also served on the Board of Directors of Kano Energy, Inc which is involved in developing renewable natural gas sites in the United States, since 2018 and as Chairman of the Board of Directors of Feeder Creek Group, Inc., a company involved in developing renewable natural gas sites in Iowa, since 2018. Mr. Ajjarapu was also a Founder, CEO and Chairman of Sansur Renewable Energy, Inc., a company involved in developing wind power sites in the Midwestern United States, from 2009 to 2012. We believe Mr. Ajjarapu’s management experience paired with his entrepreneurial skills and public company experience make him a valuable member of the Board.
Matthew Malriat, 37 [Appointed] [Appointed CEO]
Chief Financial Officer, Director, and Chief Executive Officer
Matthew Malriat, 37, will serve as our Chief Financial Officer and one of our directors. Mr. Malriat is an active Certified Public Accountant (CPA) with over 10 years of experience in capital markets, corporate finance transactions, and audit services, including raising capital via IPOs, Special Purpose Acquisition Companies (SPACs), acquisitions and divestitures. He oversaw the SPAC mergers of Volta Inc. and Janus International Group, Inc., and after the mergers, he advised the new filers on SEC reporting and technical reporting matters as well including reviewing their financials statements. He has participated in various capacities on other similar transactions. Mr. Malriat’s transaction experience includes public and private transactions across a variety of end markets and product categories. He completed a secondment in Switzerland where he provided US GAAP and IFRS assurance and advisory services to public companies throughout Europe, Asia and the US. He is currently an audit contractor for Ernst & Yong. Mr. Malriat holds both a B.S. in Accounting and Computer Science from West Chester University of Pennsylvania. We believe he is well qualified to serve on our board of directors due to his extensive experience in public and private transactions in a variety of industries.
Steven Schapera, 61 [Resigned 2/1/24]
Chief Executive Officer, President and Director
Steven Schapera has more than 25 years of international experience in finding, scaling, operating and exiting successful businesses in the health, beauty and wellness industries. Mr. Schapera has been an operating partner with Capital D, Management LLP, a private equity firm, focused on investing in disruptive mid-market businesses, since January 2018. Mr. Schapera served on the board of directors of Invincible Brands GmbH, a consumer branding company focusing on health, beauty and fitness products, since January 2018. Since September 2019, Mr. Schapera has served as Chairman of Crowd Media Holdings Ltd. (ASX:CM8), and since May 2021 he also has served as Chairman of SIMRIS Inc. (SIMRIS-B.ST), a biotech company devoted to sustainable development and production of products and ingredients from farmed microalgae. Mr. Schapera has also served on the board of directors of Wild Nutrition Limited since May 2017 and Wellfully Ltd since August 2017. Mr. Schapera was the co-founder of the BECCA Cosmetics group in 2001, and initiated and managed the partial sale of BECCA to Luxury Brand Partners in 2012, which in turn led to the subsequent sale of BECCA to Estée Lauder in 2016.
James MacPherson, 53 [Resigned 2/1/24]
Chief Financial Officer and Director
James MacPherson is experienced in developing financial and supply chain capabilities for hyper-growth organizations. Mr. MacPherson has served as a member of the board of directors for the International Beauty Association since July 2021. Mr. MacPherson initiated and managed the public company readiness program for Olaplex, Inc., resulting in the company filing a registration statement for its initial public offering in August 2021. Mr. MacPherson served as the Chief Financial Officer of Olaplex, Inc., where he was responsible for all finance, supply chain and IT functions from May 2020 to June 2021 and as Senior Advisor from June 2021 to August 2021. Mr. MacPherson has also served as the Chief Financial Officer and Chief Operating Officer of the BECCA Cosmetics group from August 2011 through November 2016 when the company was acquired by the Estee Lauder Companies Inc. Mr. MacPherson was also the Chief Financial Officer of Carol’s Daughter from August 2008 to July 2011 and the Chief Financial Officer of GoSmile, Inc. from March 2006 to July 2008. Mr. MacPherson worked for The Estee Lauder Companies Inc. (Clinique) in a succession of finance and sales leadership roles from August 1997 to July 2003. Mr. MacPherson earned a B.S. (Honors) in Accounting and an M.B.A. in both Finance and Information Systems from the Stern School of Business at New York University.
Robert Quandt, 42 [Resigned 2/1/24]
Chief Development Officer
Mr. Quant has served as a Managing Director of JCL Investments, a Berlin-based private investment firm focusing on start-up companies, since August 2019. Mr. Quant has served on the board of directors of listed company SIMRIS Inc. since May 2021. Mr. Quant served as Chief Financial Officer and Chief Operating Officer for Invincible Brand from March 2017 to July 2019. From September 2019 to June 2021, Mr. Quant served as consultant and director of listed company Crowd Media Holdings Ltd. From January 2005 to August 2014, Mr. Quant served as a strategy consultant and Principal at Booz & Company. From August 2015 to February 2017, Mr. Quant served as the strategy lead at Linde AG for their North America and South America businesses. Mr. Quant earned a Master degree in Industrial Management of Technical University from Berlin.
Board of Directors
Binson Lau, 46 [Appointed]
Chairman of the Board of Directors
Binson Lau, 46, has dealt with international manufacturers, retailers, and end-users in various industries for more than 10 years. He has a strong knowledge base in technology, grocery, farming, electronics, sports, commercial, consumer, and home products. Mr. Lau founded Btab Group Inc., an ecommerce company focusing on empowering small businesses, and served as its Chief Executive Officer and Chairman of the Board from November 2018 until the present. Since March 2023, Mr. Lau has served as Chief Executive Officer and Chairman of the Board of Btab Ecommerce Group, Inc. (OTC: BBTT), a holding company of five subsidiaries focusing on ecommerce, manufacturing and wholesale. Mr. Lau founded and has been serving as Chief Executive Officer and Director of Btab Group Australia, an ecommerce technology development company in Australia, since January 2015. He holds a bachelor’s degree in Commerce from Curtin University. We believe he is well qualified to serve on our board of directors due to his extensive experience in various industries.
Yueh Eric Seto, 50 [Appointed]
Director
Yueh Eric Seto, 50, is a seasoned business professional with over 16 years of expertise in navigating complex legal landscapes. In 2014, he co-founded Morley Chow Seto, an award-winning law firm in Hong Kong. He holds the distinguished title of a Preeminent Professional in Hong Kong, as recognized by Doyle’s 2019 Guide. Mr. Seto received a Bachelor of Commerce Degree majoring in Accounting from the University of Western Australia in 1996. He was also admitted as a lawyer of the Supreme Court of Western Australia in 2018. We believe he is well qualified to serve on our board of directors due to his extensive experience in the legal space and his knowledge in securities laws.
Donald Fell, 77 [Appointed]
Director
Donald Fell, 77, has a wealth of experience in the field of economics and business. Mr. Fell has served as a director of Semper Paratus Acquisition Corp since June 2023. Since March 2023, Mr. Fell has also served as a director of OceanTech Acquisitions I Corp. (Nasdaq: OTEC), a special purpose acquisition company. He is presently Professor and Institute Director for the Davis, California-based Foundation for Teaching Economics and adjunct professor of economics for the University of Colorado, Colorado, Springs. Mr. Fell also served as a director of Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical Inc. (Nasdaq: OCEA) from 2021 to February 2023. Mr. Fell has served as a director of Kernel Group Holdings, Inc., a special purpose acquisition company (Nasdaq: KRNL) since December 2022 and TRxADE HEALTH, INC since January 2014, as well as a director of Trxade Nevada since December 2013. From 1995 – 2012, Mr. Fell held positions with the University of South Florida as a member of the Executive MBA faculty, Director of Executive and Professional Education and Senior Fellow of the Public Policy Institute. He has also served as visiting professor of economics at the University of LaRochelle, France, and as adjunct professor of economics at both Illinois State University and The Ohio State University. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University and is all but dissertation (ABD) in economics from Illinois State University. Through his work with the Foundation for Teaching Economics and the University of Colorado, Colorado Springs he has conducted graduate institutes on economic policy and environmental economics in 44 states, throughout Canada, the Islands and Eastern Europe. We believe he is well qualified to serve on our board of directors due to his extensive experience in working with public companies in a variety of industries.
Michael Peterson, 60 [Appointed]
Director
Michael Peterson, 60, has served as a director of Semper Paratus Acquisition Corp since June 2023. Since March 2023, Mr. Peterson has also served as a director of OceanTech Acquisitions I Corp. (Nasdaq: OTEC), a special purpose acquisition company. Mr. Peterson has been serving as President, Chief Executive Officer and as a member of the Board of Directors of Lafayette Energy Corp. since April 2022. Beginning in September 2021, Mr. Peterson served as a member of the Board of Directors, Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of Aesther Healthcare Acquisition Corp. (NASDAQ: AEHA), a special purpose acquisition company that consummated a Business Combination in February 2023 and merged with Ocean Biomedical, Inc (NASDAQ: OCEA) (f.k.a Aesther Healthcare Acquisition Corp.) and continues to serve as an independent director of the merged company. Since December 2022, Mr. Peterson has also served as a director of Kernel Group Holdings, Inc., a special purpose acquisition company (NASDAQ: KRNL). Mr. Peterson has served as the president of Nevo Motors, Inc. since December 2020, which was established to commercialize a range extender generator technology for the heavy-duty electric vehicle market but is currently non-operational. Since May 2022, Mr. Peterson has served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Trio Petroleum Corp., an oil and gas exploration and development company which is in the process of going public, since February 2021. Mr. Peterson has served on the board of directors and as the Chairman of the Audit Committee of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson previously served as the president of the Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in Taipei, Taiwan from June 2018 to June 2021. Mr. Peterson served as an independent member of the Board of Directors of TRxADE HEALTH, Inc. (formerly Trxade Group, Inc.) from August 2016 to May 2021 (Nasdaq: MEDS). Mr. Peterson served as the Chief Executive Officer of PEDEVCO Corp. (NYSE American: PED), a public company engaged primarily in the acquisition, exploration, development and production of oil and natural gas shale plays in the US from May 2016 to May 2018. Mr. Peterson served as Chief Financial Officer of PEDEVCO between July 2012 and May 2016, and as Executive Vice President of Pacific Energy Development (PEDEVCO’s predecessor) from July 2012 to October 2014, and as PEDEVCO’s President from October 2014 to May 2018. Mr. Peterson joined Pacific Energy Development as its Executive Vice President in September 2011, assumed the additional office of Chief Financial Officer in June 2012, and served as a member of its board of directors from July 2012 to September 2013. Mr. Peterson formerly served as Interim President and CEO (from June 2009 to December 2011) and as director (from May 2008 to December 2011) of Pacific Energy Development, as a director (from May 2006 to July 2012) of Aemetis, Inc. (formerly AE Biofuels Inc.), a Cupertino, California-based global advanced biofuels and renewable commodity chemicals company (NASDAQ:AMTX), and as Chairman and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen Energy, Inc.), a Cupertino, California-based developer of utility-scale solar farms which he helped form in December 2008 (from December 2008 to July 2012). From 2005 to 2006, Mr. Peterson served as a managing partner of American Institutional Partners, a venture investment fund based in Salt Lake City. From 2000 to 2004, he served as a First Vice President at Merrill Lynch, where he helped establish a new private client services division to work exclusively with high-net-worth investors. From September 1989 to January 2000, Mr. Peterson was employed by Goldman Sachs & Co. in a variety of positions and roles, including as a Vice President. Mr. Peterson received his MBA at the Marriott School of Management and a BS in statistics/computer science from Brigham Young University. We believe he is well qualified to serve on our board of directors due to his extensive experience in working with public companies in a variety of industries.
John Zhong Chen, 63 [Appointed]
Director
John Zhong Chen, 63, is currently the Founder and Chief Executive Officer of Western Iron Ore Pty Ltd, an Australian exploration company that was established in 2010 with a sole focus on iron ore in the Pilbara region of Western Australia, a role he has served in since 2010. Since 2020, Dr. Chen served as Chief Executive Officer of HealthRegen Pty Ltd, a biotechnology/pharmaceutical company developing next generation and proprietary best-in-class therapies for people with type 1 diabetes. Dr. Chen held position with DiabCure Pty Ltd as Chief Executive Officer, a biotechnology/pharmaceutical Company developing next generation and proprietary best-in-class therapies for people with type 2 diabetes since 2020. Since 2020, Dr. Chen served as Chief Executive Officer of Probiomin Pty Ltd, a company that was established to develop, manufacture and distribute the diabetes complementary (CM) products on the global scale. Dr. Chen held positions with the Macquarie University as a Research Assistant from 1988-1990 and as a Research Assistant at The University of Western Australia from 1990-1994. Dr. Chen served as Founder and Chief Executive Officer at White Swan Trading Company, a retailer and wholesaler from 1993-2012. He joined Aussie Credit Capital Pty Ltd, which is a Credit Provider with a Credit Provider license in 2006 as Founder and Director and worked there till 2012. Dr. Chen was Chief Executive Officer at Western Coal Ply Ltd from 2010-2014. From 2012 to 2015, he also served as Chief Executive Officer of Australian Mining Resources Service Pty Ltd. Dr. Chen earned a degree of Doctor of Philosophy from Macquarie University, Sydney, Australia. He also holds a Doctor of Philosophy (Geology) from The University of Western Australia, Perth, Australia. We believe he is well qualified to serve on our board of directors due to his extensive experience in working with public companies in a variety of industries.
Antonio Varano Della Vergiliana, 64 [Resigned 2/1/24]
Chairman Nominee of the Board of Directors
Antonio Varano Della Vergiliana has more than thirty years of experience in the health and beauty industries, including working with companies focused on skin care, color cosmetics, and supplements. Since July 2018, Mr. Varano has served as the Chairman of the board of directors of Wellfully Ltd. (ASX:WFL), a fully-integrated science based wellness company. Mr. Varano is the founder and member of the board of directors of Artedomus, a leading Australian supplier of goods for commercial and residential architectural projects, since October 1985. Mr. Varano has served on the board of directors of New Hampton Technologies, LLC, a motorcycle security device manufacturer, since April 2006. Mr. Varano has also served on the board of directors of Path Group Inc., a software-as-a-service company, since October 2017. Mr. Varano was previously the Chairman of the BECCA Cosmetics group from 2001 to 2012 until its sale to Luxury Brand Partners and subsequent sale to Estée Lauder in 2016. Mr. Varano received his M.B.A from the University of Western Australia.
Gael Forterre, 40 [Resigned 2/1/24]
Director Nominee Committee Chair
Mr. Forterre served as a director of Path Education Inc., an education technology company which consummated a business combination with Path Group Inc., an Australian blank-check company in May 2021. Mr. Forterre also served as Path’s Chief Financial Officer from January 2018 to December 2018, and as Path’s Chief Executive Officer from January 2019 to December 2020. Mr. Forterre is the co-founder of Article22, a design-focused social enterprise, and also served on its board of directors from July 2013 to June 2021. Mr. Forterre started his career in February 2004 as a hedge fund analyst for an event-driven fund managed by Systeia Capital Management and then joined Alteram Asset Management in March 2005. In September 2005, Mr. Forterre joined the commodity derivative team at BNP Paribas in their New York office. Mr. Forterre earned a Master’s Degree in finance from Sorbonne Paris I and a double M.B.A from Columbia Business School and the London Business School. Mr. Forterre is the brother of Hadrien Forterre, one of our director nominees.
Scott Powell, 48 [Resigned 2/1/24]
Director Nominee
Since January 2019, he has served as the President and Chief Executive Officer of Skyline Corporate Communications Group, LLC, an investor relations and corporate communications agency. From December 2009 to February 2013, he served as a Managing Director for MZ Group, an independent investor relations agency, and from July 2014 to May 2015, he served as the U.S. investor relations representative for Himax Technologies, Inc. (NASDAQ: HIMX), and Director of Investor Relations for China Hydroelectric Corporation (formerly NYSE: CHC) from March 2013 to July 2014. From August 2009 and December 2009, he was an investment banker with Brean Capital, LLC, and from October 2006 to August 2008, he was an investment banker with Westminster Securities in New York City. Mr. Powell was formerly an Adjunct Assistant Professor at Fordham University’s Gabelli Graduate School of Business from September 2013 to December 2017. Mr. Powell earned a Certificate in General Business from Columbia University, a Ph.D. and a Master of Arts from Brown University and a Bachelor of Science in Business Administration from Bryant University.
Hadrien Forterre, 32 [Resigned 2/1/24]
Director Nominee
Mr. Forterre was formerly an associate at Arendt & Medernach SA in Luxembourg from August 2012 and August 2014 and at Herbert Smith Freehills LLP in London from August 2014 and January 2018, where he advised clients on a range of transactions, including fund formation, initial public offerings, mergers and acquisitions and related financings. Mr. Forterre served as legal and business advisor to Wellfully Ltd from September 2018 to December 2019. Mr. Forterre earned Master of Laws from University Paris Nanterre, an L.L.M. from Duke University and an M.B.A from Columbia University. Mr. Forterre is the brother of Gael Forterre, one of our director nominees.
