SecProbe.io

June 6, 2025
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. 2 to Draft Registration Statement on Form S-4
Submitted May 14, 2025
CIK No. 0002033522
Dear Suren Ajjarapu and Binson Lau:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 17, 2024
letter.
Amendment No. 2 to Draft Registration Statement on Form S-4
We have limited business insurance coverage, page 38
We note your revised disclosure in response to prior comment 21, including that your
current insurance does not cover cyber threats and data breaches. Please revise your 1.

June 6, 2025
Page 2
risk factor disclosure at the top of page 38 to note this information and describe the
risks associated with operating an ecommerce company without insurance coverage
for cybersecurity incidents.
Risk Factors
Since we have not consummated our initial Business Combination by December 13, 2024 ...,
page 53
2.We note your amended disclosure in response to prior comment 22, including your
statement that "[t]here can be no assurance that the Trading Suspension will be lifted
prior to the Closing." However, we note that since the suspension, the NYSE filed a
Form 25 to delist your securities. Please revise to remove any reference to lifting the
Trading Suspension and revise to state that in order to trade on NYSE, you would
need to submit a new application, what that involves, and the likelihood that you
would pursue that prior to closing the business combination. Additionally, we note
your statement that "[i]f the filing of the Form 25 materially impacts the parties’
ability to complete the Business Combination on the terms thereof or Pubco’s ability
to list on a national securities exchange, IWAC will promptly file a Current Report on
Form 8-K to report such event, with sufficient advance notice prior to the
consummation of the Business Combination for shareholders to make an investment
decision with respect to their shares." Please revise to further explain this statement,
including how the Form 25 would materially impact the parties' ability to complete
the Business Combination. If it involves any conditions that need to be waived by one
or other of the parties, please revise to state as much.
Proposal Two -- The Domestication Proposal, page 102
3.We note that IWAC is asking its shareholders to approve the Domestication Proposal,
which is a condition precedent to the Business Combination Proposal. Please register
the domestication on a Form S-4 or provide a detailed legal analysis as to why IWAC
is not required to register this transaction.
Background of the Business Combination, page 112
4.We note you deleted the statement that "[p]rior to the consummation of the IPO,
neither IWAC, nor anyone on its behalf, had any substantive discussions, formal or
otherwise, with respect to a proposed transaction with Btab." Please tell us why you
deleted this statement.
5.We note your amended disclosure in response to prior comment 26. Please disclose
which party is responsible for the $1.4 million outstanding costs and fees associated
with the Refreshing business combination. Please also revise to include a Question
and Answer that addresses the amounts to be paid by each party at and post-closing.
Sponsor Handover, page 119
6.We note your amended disclosure in response to prior comment 29. Please revise to
include the total costs and fees assumed by Sriram.

June 6, 2025
Page 3
Description of negotiation process with Btab, page 120
7.We note your amended disclosure in response to prior comment 30, including each of
the factors considered on page 120. Please revise to discuss each of the factors in
further detail or provide cross-references to their respective discussions elsewhere in
the prospectus.
8.We note your amended disclosure in response to prior comment 31, including that
during the March 22, 2024 meeting, the parties agreed that each share issued as
consideration would be valued at $10 per share, rather than valuing the shares at
IWAC's redemption price at the time of the Business Combination. Please revise to
state the reason for this decision and include the anticipated redemption price or price
range for such shares. Additionally, please revise to include the ultimate decision that
was made regarding the valuation of the Class V shares.
9.We note your amended disclosure in response to prior comment 32, including that
Cayman Island counsel advised that Mr. Lau's conflict of interest be fully disclosed to
all directors. Please advise when such disclosure occurred. In this light, we note that
the LOI was entered into before the board received this advice from Cayman Island
counsel. Please advise if the conflicts disclosure occurred before or after executing the
LOI.
Recommendation of the Board and Reasons for the Business Combination, page 124
10.We note your amended disclosure in response to prior comment 38 and we reissue in
part. Please revise to state whether or not the Business Combination Agreement and
transactions contemplated thereby was approved by a majority of the IWAC
directors who are not employees of the special purpose acquisition company. If any
IWAC director of the special purpose acquisition company voted against, or abstained
from voting on, approval of the Business Combination Agreement and the
transactions contemplated thereby, identify such persons, and indicate, if known after
making reasonable inquiry, the reasons for the vote against the transaction or
abstention.
11.We note your amended disclosure in response to prior comment 39 and we reissue in
part. Please identify the specific financial and other terms of the Business
Combination Agreement that you are referencing with respect to the arm's length
negotiations between the Special Committee and Btab.
Certain Unaudited Projected Financial Information, page 145
We note your response to prior comment 43 and we reissue it in part. With respect to
your risk factor disclosure on page 33, please revise to remove the portion of the
caption that states that actual results may be "significantly higher" than estimated, or
please tell us why you believe retaining this disclosure would likely be material.
Additionally, please further revise the risk factor to note, if true, that projected results
may be unrealistic and have resulted in inflated valuation conclusions. With respect to
your revised disclosure on page 147, to the extent any of the assumptions can be
qualified or tied to specific values in the financial projections, please revise to disclose
that information. If not, please revise to state as much. Finally, please revise to:
include specifics of what management experience and industry information was •12.

June 6, 2025
Page 4
used to create the financial projections;
•explain what information from established companies in related industries Btab's
management used and identify such companies and related information; and
•state the assumptions underlying the increases in revenues over the years (we note
that revenue for product supply and online stores is projected to increase from
$9.1 million for the year ended December 31, 2023 to $646 million for the year
ended December 31, 2028), include a description underlying the substantial
projected revenue growth in 2025 and 2026, state the basis for the addition of
additional revenue streams for the year ended December 31, 2025, as compared to
any later year, etc.
13.We note your response to prior comment 44. Please revise to include your response to
this comment in your disclosure. Additionally, please revise to disclose whether the
IWAC board would meet to consider and vote on the business combination if Btab
management revises and updates its financial projections prior to the business
combination. If not, please revise to state as much and state why not.
14.We note your amended disclosure in response to prior comment 45. Please revise your
disclosure of "Industry Comparisons & Market Size Considerations" to further qualify
your statement regarding Btab's similarities with Amazon, Shopify, Alibaba, Temple
& Webster, Wayfair, and Global-e Online. In that light, we note that many of these
companies are much larger and further developed than Btab's current business.
Opinion of the Mentor Group, page 152
15.We note your amended disclosure in response to prior comment 46, including your
statement on page 152 that "The Mentor Group did not specifically consider the
fairness of the equity value of $250,000,000 to the security holders of
IWAC." However, we also note your disclosure on the same page that "... The Mentor
Group as set forth in its written opinion, the $250,000,000 equity value of Btab
pursuant to the Business Combination Agreement, which was provided by IWAC
management, was fair from a financial point of view to the public shareholders of
IWAC." (emphasis added). Please advise and reconcile for consistency.
16.We note your amended disclosure in response to prior comment 48 and we reissue it
in part. We also note your statement on page 155 that "[i]n performing its analyses,
The Mentor Group made numerous assumptions with regard to industry performance,
general business, economic, market and financial conditions and other matters, many
of which are beyond the control of Btab. These include, among other things, the
impact of competition on Btab’s business and the industry generally, industry growth,
and the absence of any adverse material change in the financial condition and
prospects of Btab, or the industry, or in the financial markets in general." Please revise
to disclose such assumptions. Finally, we note the statements that "The Mentor Group
considered the results of all of its analyses as a whole and attributed particular weights
to several of the analyses or factors it considered" and "[i]n addition, The Mentor
Group may have given various analyses and factors more or less weight than other
analyses and factors, and may have deemed various assumptions more or less
probable than other assumptions." Please revise to disclose the particular weights
assigned to the analyses or factors it considered.

June 6, 2025
Page 5
Comparable Company Analysis, page 153
17.We note your response to prior comment 49; however, we do not see any revised
response disclosure. For each of the companies identified in the Comparable
Company Analysis, please disclose the historical, current, and prospective financial
information, ratios and public market multiples as well as the similar business and
operating characteristics identified by The Mentor Group. Additionally, to the extent
that The Mentor Group identified operations and/or other criteria, such as lines of
business, markets, business risks, growth prospects, maturity of business and size and
scale of business, please revise to state as much as well. Finally, we note the statement
that the companies were chosen based on The Mentor Group's "knowledge of the
industry." Please elaborate and advise whether any of the companies were chosen
based on The Mentor Group's knowledge, as compared to the categories listed above.
Btab's Business, page 189
18.We note you discuss certain measures or amounts as of fiscal year 2023, for example
you state "Our Australia-Owned Manufactured Furniture segment, representing
approximately 42% of our Fiscal 2023 net revenues...", please revise to update for
fiscal year 2024 through out this section and the filing as applicable.
Our Company, page 189
19.We note your statement that "[w]e aspire to be the leading e-commerce company for
small businesses and make a significant social impact." Please revise to disclose how
you measure "leading" (revenues, number of products sold, etc.) and clarify what you
mean by "make a significant social impact.
Our Reportable Business Segments, page 191
20.We note your statement that "[w]e diversify our business by geography, primarily
operating in Hong Kong and Australia, and through multiple distribution channels."
However, we note your disclosure on page 208 that only 8% of your revenue for the
year ended December 31, 2024 was generated by your Hong Kong Food Products
business due to your exploration of new international markets. Please revise for
consistency. Additionally, to the extent that you are winding-down or pivoting
direction with this business, please revise to reflect that current status in your business
description.
Third-Party Platforms
a. Industry Trends and Market Opportunity, page 196
21.We note your amended disclosure in response to prior comment 56, including that you
base your statement of a "materially larger" total addressable market on your ability to
generate "incremental revenue." Please give additional context for what you mean by
a "materially larger" total addressable market by quantifying it and similarly quantify
the "incremental revenue" that you have generated.

June 6, 2025
Page 6
Regulatory Matters, page 204
22.We note your amended disclosure in response to prior comment 58. Please revise the
Regulatory Matters section to disclose the effect of existing or probable governmental
regulations on the business. Refer to Item 101(h)(4)(ix) of Regulation S-K.
Certain Relationships and Related Parties Transactions, page 254
23.Please revise to also include tabular or some other illustrative format to disclose the
various related party transactions listed here so that a potential investor can clearly
understand each transaction and the appropriate related party. Please also revise to
include a Question and Answer that discusses your related party transactions and the
total amounts between parties.
Index to consolidated financial statements of Btab Ecommerce Group, Inc.
Note 14. Segment Reporting, page F-63
24.We note you reallocated resources and reduced direct investment and sales efforts
within your Hong Kong food products segment. You further state, "[t]he Company
clarifies that operations in Hong Kong have not been abandoned, nor classified as held
for sale or discontinued. Rather, the Company continues to maintain an active
operational presence in the region." However, on page 214 you state sales decreased
primarily due to temporary cease of operations in Hong Kong and having only
three months of sales during the year and on page 208 you state it was due to the
exploration of new international markets and office renovations. Please tell us and
revise to clarify the status and nature of these operations during 2024, as of the end of
2024, and the current status of that segment's operations.
General
25.We note your amended disclosure in response to prior comment 62 and we reissue in
part. Please revise to disclose the information related to your Current Sponsor as
required by Items 1603(a)(2), 1603(a)(3), and 1603(a)(4) of Regulation S-K.
            Please contact Aamira Chaudhry at 202-551-3389 or Lyn Shenk at 202-551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jessica Yuan
Andrew M. Tucker