SecProbe.io

CORRESP
1
filename1.htm

VIA EDGAR

July 29, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Cara Wirth

    Dietrich King

    Aamira Chaudhry

    Lyn Shenk

Re:
 IWAC Holding Co Inc.

Amendment No. 2 to Draft Registration Statement on Form

S-4 Submitted May 14, 2025

CIK No. 0002033522

Ladies and Gentlemen:

IWAC Holding Co Inc. (the
 “Company,” “we,” “our” or “us”) hereby transmits its response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
on June 6, 2025 relating to the Amendment No. 2 to Draft Registration Statement on Form S-4, filed by the Company with
the Commission on May 14, 2025 (the “Amendment No. 2 to Draft Registration Statement”). For the Staff’s
convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
Capitalized terms used but not defined in this letter have the meanings as defined in the Amendment No. 2 to Draft Registration Statement.
This letter will be filed concurrently with the filing of Amendment No. 3 to the Draft Registration Statement (“Amendment
No. 3”).

Amendment No. 2 to Draft Registration
Statement on Form S-4 Submitted May 14, 2025

We have limited business insurance coverage,
page 38

    1.
    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 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.

Response: In response to the Staff’s comment, the Company
has amended its disclosure on page 41 of Amendment No. 3.

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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 56 of Amendment No. 3.

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.

Response: In response to the Staff’s
comment, the Company notes that it will include the registration of the domestication on the Form S-4 upon the first public filing.

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.

Response: The Company respectfully
advises the Staff that the statement was inadvertently deleted during an effort to streamline the “Background of the Business
Combination” section to reflect the change in Sponsor and new management. The statement remains accurate and is restores on
page 119 of Amendment No. 3.

    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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on pages xxi and 126 of Amendment No. 3.

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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 126  of Amendment No. 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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 127  of Amendment No. 3.

    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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 128  of Amendment No. 3.

    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.

Response: In response to the Staff’s comment, the Company respectfully advises that the LOI with Btab was executed on February 8, 2024. At
that time, the potential conflict of interest involving Mr. Binson Lau had not yet been disclosed to the IWAC Board, and formal advice
regarding Cayman Islands conflict procedures had not yet been obtained, as IWAC was yet to engage counsel. Moreover, and the LOI was non-binding,
and therefore Company management had the authority to execute the LOI without Board approval. Once the parties proceed to negotiate a
definitive agreement, appropriate counsel was engaged.

On March 25, 2024, Ogier, the Company’s Cayman Islands counsel, advised that such a conflict could be addressed through full disclosure
to the Board and appropriate governance processes, and did not require recusal from deliberations by the interested party. In accordance
with Cayman Islands law, the conflict was fully disclosed to the Board on April 11, 2024, during a duly convened meeting. Additionally,
although not required by Cayman Islands law, the Board determined to institute additional governance procedures by approving the formation
of a Special Committee consisting of disinterested directors to oversee the deal process as the parties progressed to a definitive agreement.

In accordance with Cayman Islands law, the conflict was fully disclosed
to the Board on April 11, 2024, during a duly convened meeting, at which time the Board approved the formation of a Special Committee
consisting of independent directors.

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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 131 of Amendment No. 3.

    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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 133 of Amendment No. 3.

Certain Unaudited Projected Financial Information,
page 145

    12.

    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
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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on pages 35  and 153 of Amendment No. 3.

    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.

Response: In response to the
Staff’s comment, the Company has amended its disclosure on page 157 of Amendment No. 3.

    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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 161 of Amendment No. 3.

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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 161 of Amendment No. 3.

    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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page  166 of Amendment No. 3.

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.

Response: In response to the Staff’s
comment, the Company has amended its disclosure on page