SecProbe.io

December 17, 2024
Suren Ajjarapu
Chief Executive Officer
IWAC Holding Co Inc.
59 N. Main Street
Florida, NY 10921
Binson Lau
Chief Executive Officer
Btab Ecommerce Group, Inc.
Angel Place Level 17
123 Pitt Street
Sydney, NSW 2000 Australia
Re:IWAC Holding Co Inc.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted November 19, 2024
CIK No. 0002033522
Dear Suren Ajjarapu and Binson Lau:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.

December 17, 2024
Page 2
Amendment No. 1 to Draft Registration Statement on Form S-4 Submitted November 19,
2024
Cover Page
1.Please revise the cover page to disclose the following information:
•the amount of compensation received or to be received by the SPAC Sponsor, its
affiliates, and promotors in connection with the de-SPAC transaction or any
related financing transaction;
•the amount of securities issued or to be issued by the SPAC to the SPAC Sponsor,
its affiliates, and promoters and the price paid or to be paid for such securities in
connection with the de-SPAC transaction or any related financing transaction; and
•whether the aforementioned compensation and securities issuance may result in a
material dilution of the equity interests of non-redeeming shareholders who hold
the securities until the consummation of the de-SPAC transaction.
Provide a cross-reference, highlighted by prominent type or in another manner, to the
locations of related disclosures in the prospectus. Refer to Item 1604(a)(3) of
Regulation S-K.
2.Please revise to note that Btab is quoted on the OTC Pink.
Market, Industry and Other Data, page iv
3.In the second paragraph on page v, we note the following three statements, which
appear to attempt to disclaim responsibility for information in the prospectus:
•"Certain estimates of market opportunity, including internal estimates of the
addressable market for Btab and forecasts of market growth, included in this joint
proxy statement/information statement/prospectus may prove inaccurate."
•"Market opportunity estimates and growth forecasts, whether obtained from third-
party sources or developed internally, are subject to significant uncertainty and
are based on assumptions and estimates that may prove to be inaccurate."
•"The estimates and forecasts in this joint proxy statement/information
statement/prospectus relating to the size of Btab’s target market, market demand
and adoption, capacity to address this demand, and pricing may prove to be
inaccurate."
Please balance these statements by disclosing prominently that the co-registrants are
responsible for the contents of the prospectus, and that they believe there is a
reasonable basis for the reliability and accuracy of the information they have included
in the prospectus.
Dilution, page xvii
Please revise the first table on page xviii to include columns for at least four potential
redemption levels that may occur across a reasonably like range of outcomes.  In each
column (in the bottom reconciliation of adjusted net tangible book value per share to
dilution) label the net tangible book value per share row "as adjusted," include the
offering price in the IPO of the SPAC in the following row, and retitle the difference
 4.

December 17, 2024
Page 3
between adjusted net tangible book value per share and the offering price in the IPO
of the SPAC as "dilution."
Prospectus Summary, page 1
5.Please revise the prospectus summary to include the background and material terms of
the de-SPAC transaction. In your summary of the background, in addition to any other
material information, please specifically address:
•the prior attempted business combination with Refreshing USA, LLC;
•the Sponsor handover; and
•the change in SPAC management.
Refer to Item 1604(b)(1) of Regulation S-K.
6.On page 3, please add the ownership structure of Btab as of the date of this joint proxy
statement/information statement/prospectus.
7.On page 4, please expand the post-closing structure diagram to show all of the
subsidiaries of the Btab businesses. To the extent the operations in Hong Kong are
conducted via variable interest entities, please show this in the diagram,
differentiating clearly between direct ownership and contractual relationships.
8.Please revise the section titled "Recommendation of the Board and Reasons for the
Business Combination" on page 5 to disclose the material factors that the SPAC board
considered in making its determination to recommend the transaction. In addition,
please disclose here that The Mentor Group provided a fairness opinion. Refer to Item
1604(b)(2) of Regulation S-K.
9.Please revise the section titled "Compensation Received by the Sponsor" to include
the amount of compensation to be received by the SPAC Sponsor, its affiliates, and
promotors. Include dollar amounts where applicable, based on current trading prices
or otherwise. Additionally, outside of the table, disclose the extent to which that
compensation and securities issuance has resulted or may result in a material dilution
of the equity interests of non-redeeming shareholders of the special purpose
acquisition company. Refer to Item 1604(b)(4) of Regulation S-K.
10.Please revise the section titled "Redemption Rights" to clarify whether shareholders
may redeem their shares in connection with any proposal to extend the time period to
complete a business combination. Additionally, please disclose that there is
uncertainty about the total amount of redemptions that may be received and include
disclosure regarding the potential impact of redemptions, including the potential
impact to public shareholders that do not redeem their shares. Please note the potential
dilutive impact of redemptions on non-redeeming shareholders. Refer to Item
1604(b)(6) of Regulation S-K.
11.Please revise to include the table depicting certain redemption levels required by Item
1604(c) of Regulation S-K.
12.We note your disclosure that "IWAC extended the date by which it must consummate
an initial business combination by an additional twelve months until December 13,
2024 or a total of 36 months from the consummation of IWAC’s IPO." Please revise
to reflect your most recent extension.

December 17, 2024
Page 4
13.Please revise the description of the business of Btab Ecommerce Group, Inc. to
explain the current business operations of the company in plain English. To the extent
any business operations are aspirational at this time, please revise to clearly state as
much. In this light, we note your disclosure on page 173 that revenues are principally
generated from the sale of homeware, office furniture supplies, food supplies, grocery
supplies and shipping services for the delivery of goods sold. We note that e-
marketing services, e-commerce management services, and technology services
generated no revenue for the most recently completed fiscal year.
14.Please revise to include the revenues and net losses of Btab for the periods presented
in this prospectus/proxy statement and include that Btab's independent registered
accountant has expressed substantial doubt about the company's ability to continue as
a going concern.
Risk Factors, page 20
15.Based on your disclosure on page F-16, it appears that the funds in your Trust
Account are invested in U.S. government treasury bills and money market funds
investing solely in U.S. Treasuries meeting certain conditions under Rule 2a-7 of the
Act. As a result, disclose the risk that you could be considered to be operating as an
unregistered investment company. Disclose that if you are found to be operating as an
unregistered investment company, you may be required to change your operations,
wind down your operations, or register as an investment company under the
Investment Company Act. Also include disclosure with respect to the consequences
to investors if you are required to wind down your operations as a result of this status,
such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and any warrants, which would expire
worthless.
16.Please add new, standalone risk factor disclosure addressing the material risks
associated with your operations in the People's Republic of China. In this regard, we
note for the fiscal year ended December 31, 2023, approximately 40% of your
revenue came from your Hong Kong food products business.
Our operating results may fluctuate seasonally..., page 23
17.We note your statement that "[f]luctuations in our quarterly operating results may
cause those results to fall below our financial guidance or other projections, or the
expectations of analysts or investors, which could cause the price of our ordinary
shares to decline." Please revise to state whether you currently have quarterly
financial guidance or other projections, and to the extent you do, please revise to
include them, as appropriate.
We have a limited operating history as a public company..., page 24
18.Please revise to state the exchange upon which Btab shares currently trade.

December 17, 2024
Page 5
Indemnity provisions in various agreements to which we are party potentially expose us to
substantial liability, page 26
19.We note that certain of your agreements may expose you to uncapped liability and
some indemnity provisions survive termination or expiration of the agreement. Please
revise to identify such agreements with third parties.
We must successfully maintain, scale and upgrade our information technology systems...,
page 27
20.We note your statement that "we are in the process of implementing, and will continue
to invest in and implement, significant modifications and upgrades to our information
technology systems and procedures." Please revise to quantify such costs.
We have limited business insurance coverage..., page 28
21.We note your statement that your business insurance is limited to covering business
premise and its contents. Please clarify to state whether this is physical property
insurance or otherwise. To the the extent that you do not have business insurance for
any of your other operations, employees, etc., please revise to state as much and
disclose the associated risks.
An active market for Pubco's securities may not develop..., page 32
22.Please revise to acknowledge the risk of Pubco's securities being de-listed from NYSE
in connection with the extension date of your business combination.
Pubco may redeem unexpired Public Warrants prior to t heir exercise..., page 34
23.Please revise to state the current trading price of Pubco Public Warrants and the
likelihood that you will redeem such Public Warrants.
Unaudited Pro Forma Condensed Combined Financial Information, page 66
24.Please revise the pro formas starting on page 70 to include columns for the financial
information for IWAC Holding Company Inc. ("Pubco"), as it is the registrant and
thus required.
Background of the Business Combination, page 102
We note your statement that "Representatives of IWAC contacted and were contacted
by a number of individuals and entities who offered to present potential acquisition
opportunities to IWAC across a wide array of health, nutrition, fitness, wellness and
beauty sectors and the products, devices, applications and technology driving growth
within these verticals technology, with a focus on the U.S. and the European markets."
Please revise to state the total number of individuals and entities who offered to
present potential acquisition opportunities to IWAC and state the number of
individuals/entities in each business category. Additionally, please name the
individuals of IWAC who contacted individuals/entities. State the number of entities
that were included on the high priority potential target list and give more detail as to
the criteria that made such entities appealing (size, profitability, cash requirements,
readiness, and willingness, etc.). Describe in further detail how you narrowed the
scope of your potential acquisition targets each time there was a decline in number of 25.

December 17, 2024
Page 6
targets. Additionally, please revise to state the exact number of non-disclosure
agreements signed.
26.We note your description of the prior potential business combination with Refreshing
USA, LLC, including that the merger was terminated by IWAC. Please revise to state
the conditions to the closing that were not met by the outside date. Additionally,
please revise to include the costs and fees associated with the potential business
combination with Refreshing USA, LLC, including a breakdown of any costs or fees
allocated per party and note if any amounts are currently outstanding or to be paid
upon completion of the current business combination.
27.Please revise to include an explanation of any material differences in the rights of
SPAC and Btab security holders as compared with security holders of the combined
company as a result of the de-SPAC transaction. Refer to Item 1605(b)(4) of
Regulation S-K.
Description of negotiation process with candidates other than Btab, page 102
28.We note your statement that representatives of IWAC engaged in discussions with
financial advisors, consulting firms, and companies. If any of the consulting firms
were The Mentor Group, or any of Btab's financial advisors or consulting firms,
please revise to state as much.
29.Please revise to include the monetary value and any amounts paid or to be paid in
connection with the Sponsor Handover. Also, describe how management of IWAC
was chosen, specifically Suren Ajjarapu and Matthew Malriat, who ultimately served
on the Btab Special Committee.
Description of negotiation process with Btab, page 109
30.We note your statement that "IWAC valued Btab at a pre-transaction enterprise value
of $250 million." Please revise to state who at IWAC initially determined the
valuation, including a description of any underlying bases or assumptions used in
valuing Btab. Additionally, please disclose any negotiation or discussion surrounding
the amount of consideration to be received in the business combination. We also note
that "[p]ursuant to the Btab LOI, the consideration for the transaction was initially
proposed to consist of 25,000,000 IWAC Class A ordinary shares plus the holders of
Btab’s preferred stock would also receive 10,000,000 IWAC preferred shares, each
with 100 votes per share, however such shares would be without economic value. In
addition, the shareholders of Btab would have the right to receive a contingent earnout
of up to an additional 30,000,000 IWAC Class A ordinary shares, issuable in three
tranches of 10,000,000 each upon the combined company achieving certain to be
determined revenue targets." Please revise to discuss how this initial valuation was
determined, including who made such initial determinations and what bases or
assumptions were used in coming up with this valuation. Please revise to discuss the
evolution of the consideration to ultimately be received in the business combination.
31.Please revise to provide the material details of all discussions, negotiations, etc.
between the companies. For example, please provide additional detail on the
discussions that occurred on March 14, 2024 and March 22, 2024 and identify the
ancillary documents sent to NMRS on May 11, 2024.

December 17, 2024
Page 7
32.We note that Binson Lau is the Chairman of IWAC and the Chief Executive Officer
of Btab. We also note that IWAC and Btab