Btab Ecommerce Group, Inc. (OTCPK:BBTT) entered into a Letter of Intent to acquire Integrated Wellness Acquisition Corp (NYSE:WEL) in a reverse merger transaction on February 8, 2024. Btab Ecommerce Group, Inc. entered into a definitive business combination agreement to acquire Integrated Wellness Acquisition Corp for approximately $280 million in a reverse merger transaction on May 30, 2024. 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. 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.

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 2024. As of May 31, 2024, the transaction is expected to close by the end of the fourth quarter of 2024.

Andrew M. Tucker and Lori Anne Czepiel of Nelson Mullins Riley & Scarborough LLP is serving as legal advisor to BBTT. Barry I. Grossman and Lloyd N. Steele of Ellenoff Grossman & Schole, LLP is serving as legal advisor to WEL. Continental Stock Transfer & Trust Company is serving as Transfer agent/Registrar to Integrated Wellness Acquisition Corp.